Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that: (i) such direction shall not be in conflict with any rule of law or with this Indenture; (ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount; (iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect; and (iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 70 contracts
Sources: Indenture (Honda Auto Receivables 2014-3 Owner Trust), Indenture (Honda Auto Receivables 2014-3 Owner Trust), Indenture (Honda Auto Receivables 2015-4 Owner Trust)
Control by Noteholders. The Holders of Notes representing at least a majority of the Outstanding Amount of the Controlling Securities shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this IndentureIndenture or other Basic Documents;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Controlling Securities;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Controlling Securities to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 55 contracts
Sources: Indenture (World Omni Auto Receivables Trust 2025-C), Indenture (World Omni Auto Receivables Trust 2025-B), Indenture (World Omni Auto Receivables Trust 2025-B)
Control by Noteholders. The Holders Noteholders of Notes representing at least a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 50 contracts
Sources: Indenture (SLM Funding LLC), Indenture (SLM Funding LLC), Indenture (Navient Funding, LLC)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Security Balances of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountSecurity Balances of Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 40 contracts
Sources: Indenture (Shellpoint Mortgage Acceptance LLC), Indenture (Opteum Mortgage Acceptance CORP), Indenture (Impac Secured Assets Corp)
Control by Noteholders. The Required Holders of Notes representing a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.
Appears in 36 contracts
Sources: Indenture (Harley-Davidson Motorcycle Trust 2011-2), Indenture (Harley-Davidson Motorcycle Trust 2011-2), Indenture (Harley-Davidson Motorcycle Trust 2011-1)
Control by Noteholders. The Holders of Notes representing a majority 50% of the Outstanding Amount of the Controlling Securities shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Controlling Securities;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Controlling Securities to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 34 contracts
Sources: Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables LLC)
Control by Noteholders. The Holders of Notes representing not less than a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by all the Holders of Notes representing not less than 100% of the Outstanding AmountNoteholders;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided further, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders Noteholder(s) not consenting to such action.
Appears in 33 contracts
Sources: Indenture (CNH Equipment Trust 2025-B), Indenture (CNH Equipment Trust 2025-B), Indenture (CNH Equipment Trust 2024-C)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 32 contracts
Sources: Indenture (Premier Auto Trust 1997-3), Indenture (Chrysler Financial Co LLC), Indenture (Daimlerchrysler Auto Trust 2001-A)
Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding Amount;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 32 contracts
Sources: Indenture (Honda Auto Receivables 2025-2 Owner Trust), Indenture (Honda Auto Receivables 2025-2 Owner Trust), Indenture (Honda Auto Receivables 2024-2 Owner Trust)
Control by Noteholders. The Holders of Notes representing a majority of the principal amount of the Notes Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amountprincipal amount of the Notes Outstanding;
(iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the principal amount of the Notes Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.016.1, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 30 contracts
Sources: Indenture (Mmca Auto Receivables Inc), Indenture (Mmca Auto Receivables Inc), Indenture (Mmca Auto Owner Trust 2001 2)
Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount shall Note Balance of the Controlling Class have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall does not be in conflict with any rule of law or with this Indenture;
(iib) subject to the terms of except as provided in Section 5.045.6(b), any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall Collateral must be made by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountNote Balance of the Controlling Class;
(iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such SectionSection 5.7, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount Note Balance of the Controlling Class to sell or liquidate the Owner Trust Estate shall Collateral will be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such directiondirection from the Noteholders of a majority of the Note Balance of the Controlling Class. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.015.13, the Indenture Trustee need not take any action for which that it will not be adequately indemnified or determines might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 22 contracts
Sources: Indenture (Ford Credit Auto Owner Trust 2014-A), Indenture (Ford Credit Auto Owner Trust 2014-A), Indenture (Ford Credit Auto Owner Trust 2013-D)
Control by Noteholders. The Holders of Notes representing at least a majority of the Outstanding Amount of the Controlling Securities shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Controlling Securities;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Controlling Securities to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 21 contracts
Sources: Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables LLC), Indenture (World Omni Auto Receivables LLC)
Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 17 contracts
Sources: Indenture (SLM Funding LLC), Indenture (SLM Funding LLC), Indenture (SLM Education Credit Funding LLC)
Control by Noteholders. The If the Trustee is the Controlling Party, the Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines, in its sole discretion, might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 15 contracts
Sources: Indenture (WFS Financial Auto Loans Inc), Indenture (WFS Financial 1997-D Owner Trust), Indenture (WFS Financial Auto Loans Inc)
Control by Noteholders. The Required Holders of Notes representing a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture TrusteeTrustee (in all events subject to Section 6.02(f)); provided that:
(ia) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture;
(iib) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified or determines might materially adversely affect the rights of any Noteholders not consenting to such actioninvolve it in liability.
Appears in 15 contracts
Sources: Indenture (Cit Funding Co, LLC), Indenture (Cit Funding Co, LLC), Indenture (CIT Equipment Collateral 2008-Vt1)
Control by Noteholders. The Holders Noteholders of Notes representing evidencing not less than a majority of the principal amount of the Notes Outstanding Amount shall have the right right, subject to Section 6.2(f), to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders holders of Notes representing evidencing not less than 100% of the Outstanding Amountprincipal amount of the Notes Outstanding;
(iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such SectionSection 5.5, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing evidencing less than 100% of the principal amount of the Notes Outstanding Amount to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.1, the Indenture Trustee need not take any action that it determines might involve it in costs or expenses for which it will would not be adequately indemnified or expose it to personal liability or might materially adversely affect or unduly prejudice the rights of any Noteholders not consenting to such action.
Appears in 14 contracts
Sources: Indenture (Usaa Federal Savings Bank), Indenture (Usaa Federal Savings Bank Usaa Auto Owner Trust 2001-1), Indenture (Usaa Auto Owner Trust 2005-3)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by NARC II, NMAC or any of their Affiliates), shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and
(iib) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% the applicable percentage of the Outstanding Amount;
(iii) if Amount of the conditions Notes set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect5.04(c)(iv); and
(ivc) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 12 contracts
Sources: Indenture (Nissan Auto Receivables Corp Ii), Indenture (Nissan Auto Receivables 2008-C Owner Trust), Indenture (Nissan Auto Receivables 2008-B Owner Trust)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Note Balances of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% a majority of the Outstanding AmountNote Balances of Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects is directed to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% a majority of the Outstanding Amount Note Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 12 contracts
Sources: Indenture (Credit Suisse First Boston Mortgage Securities Corp), Indenture (Deutsche Mortgage Securities Inc), Indenture (Nomura Asset Acceptance Corp)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing evidencing not less than 100% of the Outstanding AmountNote Balance;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing evidencing less than 100% of the Outstanding Amount Note Balance to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 10 contracts
Sources: Indenture (Mercedes-Benz Auto Receivables Trust 2025-1), Indenture (Mercedes-Benz Auto Receivables Trust 2025-1), Indenture (Mercedes-Benz Auto Receivables Trust 2024-1)
Control by Noteholders. The Holders of Notes representing a majority evidencing not less than 51% of the Outstanding Amount Note Balance of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing evidencing not less than 100% of the Outstanding AmountNote Balance;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing evidencing less than 100% of the Outstanding Amount Note Balance to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action that it determines might involve it in liability for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 10 contracts
Sources: Indenture (Mercedes-Benz Auto Receivables Trust 2023-1), Indenture (Mercedes-Benz Auto Receivables Trust 2023-1), Indenture (Mercedes-Benz Auto Receivables Trust 2022-1)
Control by Noteholders. The Holders of Notes representing not less than a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by all the Holders of Notes representing not less than 100% of the Outstanding AmountNoteholders;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders Noteholder(s) not consenting to such action.
Appears in 10 contracts
Sources: Indenture (Case Receivables Ii Inc), Indenture (CNH Capital Receivables Inc), Indenture (CNH Capital Receivables Inc)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 9 contracts
Sources: Indenture (John Deere Owner Trust 2015-B), Indenture (John Deere Owner Trust 2015), Indenture (John Deere Owner Trust 2014)
Control by Noteholders. The Holders of Majority Priority Highest Classes Notes representing a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, however, that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.04 hereof, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountVoting Interests of all Classes of Notes Outstanding;
(iiic) if the conditions set forth in Section 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Voting Interests of all Classes of Notes Outstanding Amount to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.01 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 8 contracts
Sources: Indenture (Painewebber Mort Accept Corp Iv Ditech Home Loan Ownr 1998-1), Indenture (Master Financial Asset Securitization Trust 1998-2), Indenture (Life Financial Home Loan Owner Trust 1997-3)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount aggregate Note Balance of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amountaggregate Note Balance of Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount aggregate Note Balance of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 8 contracts
Sources: Indenture (Home Loan Trust 2006-Hi1), Indenture (Residential Funding Mortgage Securities Ii Inc), Indenture (Residential Fund Mort Sec Home Loan-BCKD NTS Ser 2004-Hi1)
Control by Noteholders. The Except as otherwise provided in Section 5.02, the Holders of Notes representing a majority of the Outstanding Amount Balance of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountBalance of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Balance of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this Section, subject to Section 6.016.01(g), the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 7 contracts
Sources: Indenture (Sasco Mortgage Loan Trust Series 2004-Gel2), Indenture (Merrill Lynch Mort Inv Fieldstone Mort Inv Tr Ser 2004-1), Indenture (SASCO Mortgage Loan Trust 2004-Gel3)
Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount of the Controlling Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Controlling Notes;
(iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Controlling Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 7 contracts
Sources: Indenture (SLM Private Credit Student Loan Trust 2005-A), Indenture (SLM Education Credit Funding LLC), Indenture (SLM Education Credit Funding LLC)
Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; PROVIDED, HOWEVER, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 6 contracts
Sources: Indenture (SLM Funding LLC), Indenture (SLM Funding LLC), Indenture (SLM Funding LLC)
Control by Noteholders. The Except as otherwise provided in Section 5.02, the Holders of Notes representing a majority of the Outstanding Amount Balance of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountBalance of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Balance of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this Section, subject to Section 6.016.01(h), the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 6 contracts
Sources: Indenture (Fieldstone Mortgage Investment CORP), Indenture (Fieldstone Mortgage Investment CORP), Indenture (NYMT Securities CORP)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Security Balances of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising exer cising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountSecurity Balances of Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 6 contracts
Sources: Indenture (WMC Secured Assets Corp), Indenture (Icifc Secured Assets Corp), Indenture (DLJ Mortgage Acceptance Corp)
Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, however, that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; and provided, further, that, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 6 contracts
Sources: Indenture (SMS Student Loan Trust 2000-B), Indenture (SMS Student Loan Trust 2000-A), Indenture (Usa Group Secondary Market Services Inc)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and;
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth ; and
(e) such direction shall be in this Sectionwriting; provided, further, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 6 contracts
Sources: Indenture (Bond Securitization LLC), Indenture (Amsouth Auto Receivables LLC), Indenture (Amsouth Auto Corp Inc)
Control by Noteholders. The Except as otherwise provided in Section 5.02, the Holders of Notes representing a majority of the Outstanding Amount Balance of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% [100]% of the Outstanding AmountBalance of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% [100]% of the Outstanding Amount Balance of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this Section, subject to Section 6.016.01(g), the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 6 contracts
Sources: Indenture (Indymac Abs Inc), Indenture (Indymac MBS Inc), Indenture (Cwabs Inc)
Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount of the Controlling Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Controlling Notes;
(iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Controlling Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 5 contracts
Sources: Indenture (SLM Private Credit Student Loan Trust 2006-C), Indenture (SLM Private Credit Student Loan Trust 2006-A), Indenture (SLM Private Credit Student Loan Trust 2006-B)
Control by Noteholders. The Holders of Notes representing a majority [Subject to the rights of the Outstanding Amount Securities Insurer under Section 11.18 hereof,] the Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, however, that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.04 hereof, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountNotes Outstanding;
(iiic) if the conditions set forth in Section 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Notes Outstanding Amount to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.01 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 5 contracts
Sources: Indenture (Bcap LLC), Mortgage Loan Trust Indenture (Hsi Asset Securitization Corp), Indenture Agreement (Hsi Asset Securitization Corp)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes (or, if less than all Classes are affected, the affected Class or Classes) shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Note Trustee with respect to the Notes of such Class or Classes or exercising any trust or power conferred on the Indenture TrusteeNote Trustee with respect to such Class or Classes; provided provided, however, that:
(i) such direction shall not be in conflict with any rule of law or with this Note Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Note Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% 100 percent of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Note Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Note Trustee by the Holders of Notes representing less than 100% 100 percent of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(iv) the Indenture Note Trustee may take any other action deemed proper by the Indenture Note Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.01, the Indenture Note Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 5 contracts
Sources: Note Indenture (BEC Funding II, LLC), Note Indenture (CEC Funding, LLC), Note Indenture (CEC Funding, LLC)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Voting Rights of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% a majority of the Outstanding AmountVoting Rights of Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects is required to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% a majority of the Outstanding Amount Voting Rights of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 4 contracts
Sources: Indenture (CSFB Acceptance Corp Home Equity Loan Back Notes Ser 2003-A), Indenture (Home Equity Loan-Backed Notes Series 2003-D), Indenture (Irwin Whole Loan Home Equity Trust 2005-B)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not -------- ------- take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 4 contracts
Sources: Indenture (SLM Funding Corp), Indenture (SLM Funding Corp), Indenture (SLM Funding Corp)
Control by Noteholders. The Required Holders of Notes representing a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture TrusteeTrustee (in all events subject to Section 6.02(f)); provided that:
(ia) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture;
(iib) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.
Appears in 4 contracts
Sources: Indenture (Ace Securities Corp), Indenture (NCT Funding Co LLC), Indenture (NCT Funding Co LLC)
Control by Noteholders. The Holders of Notes representing a majority evidencing not less than 51% of the Outstanding Amount Note Balance shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, however, that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any written direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing evidencing not less than 100% of the Outstanding AmountNote Balance;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Sectionsection, then any written direction to the Indenture Trustee by the Holders of Notes representing evidencing less than 100% of the Outstanding Amount Note Balance to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.1, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (Carmax Auto Funding LLC), Indenture (Pooled Auto Securities Shelf LLC), Indenture (Pooled Auto Securities Shelf LLC)
Control by Noteholders. The Holders of Notes representing a majority Subject to the rights of the Outstanding Amount Securities Insurer under Section 11.18 hereof, the Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, however, that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.04 hereof, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountNotes Outstanding;
(iiic) if the conditions set forth in Section 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Notes Outstanding Amount to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.01 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (Painewebber Mort Acce Corp Iv Fremont Home Ln Own Tr 1999-1), Indenture (Empire Funding Home Loan Owner Trust 1998 3), Indenture (Painewebber Mort Acce Corp Iv Fremont Home Ln Own Tr 1999-2)
Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided PROVIDED that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; PROVIDED, HOWEVER, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (SLM Funding Corp), Indenture (SLM Funding Corp), Indenture (SLM Funding Corp)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Majority Highest Priority ---------------------- Class Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.05, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iiic) if the conditions set forth in Section 5.05 5.06 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Highest Priority Class Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (Firstplus Investment Corp), Indenture (Firstplus Investment Corp), Indenture (Firstplus Investment Corp)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided PROVIDED that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; PROVIDED, HOWEVER, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (Barnett Auto Receivables Corp), Indenture (Mellon Auto Receivables Corp), Indenture (Money Store Commercial Mortgage Inc)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Security Balances of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided PROVIDED that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountSecurity Balances of Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (Directors Asset Conduit Corp), Indenture (Impac Secured Assets Corp), Indenture (Impac Secured Assets Corp)
Control by Noteholders. The Required Holders of Notes representing a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture TrusteeTrustee (in all events subject to Section 6.02(f)); provided that:
(i) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this SectionSection 5.12, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (Greatamerica Leasing Receivables 2000-1 LLC), Indenture (Greatamerica Leasing Receivables 2000-1 LLC), Indenture (Greatamerica Leasing Receivables 2001-1 LLC)
Control by Noteholders. The Holders If the Trustee (acting at the direction of Notes representing Noteholders) is the Controlling Party, a majority of the Outstanding Amount Note Majority shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of each class of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (Consumer Portfolio Services Inc), Indenture (Consumer Portfolio Services Inc), Indenture (Consumer Portfolio Services Inc)
Control by Noteholders. The If the Trustee is the Controlling Party, the Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Trustee to cause the Indenture Trustee Collateral Agent to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to cause the Indenture Collateral Agent to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (Franklin Receivables Auto Trust 2003-1), Indenture (Franklin Auto Trust 2004-2), Indenture (Franklin Auto Trust 2003-2)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount ---------------------- Security Balances of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountSecurity Balances of Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (Provident Bank), Indenture (Greenpoint Credit LLC), Indenture (Indymac Abs Inc)
Control by Noteholders. The Holders of Notes representing a majority 66 2/3% of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.4 above, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be in writing by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iiic) if the conditions set forth in Section 5.05 5.5 above have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such SectionSection 5.5, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.1 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (Household Mortgage Loan Trust 2003-Hc1), Indenture (Household Mortgage Loan Trust 2002 Hc1), Indenture (Compass Asset Acceptance Co)
Control by Noteholders. The Holders Noteholders of Notes representing at least a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (SLC Student Loan Receivables I Inc), Indenture (SLC Student Loan Trust 2007-2), Indenture (SLC Student Loan Trust 2007-1)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such SectionSection 5.05, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this SectionSection 5.11, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (Residential Asset Funding Corp), Indenture (Home Equity Securitization Corp), Indenture (Bear Stearns Asset Backed Securities Inc)
Control by Noteholders. The Required Holders of Notes representing a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture TrusteeTrustee (in all events subject to Section 6.02(f)); provided that:
(i) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.
Appears in 3 contracts
Sources: Indenture (Orix Credit Alliance Receivables Trust 2000-A), Indenture (Orix Credit Alliance Receivables Trust 2000 B), Indenture (Heller Funding Corp Ii)
Control by Noteholders. The Holders Noteholders of Notes representing at least a majority of the Outstanding Amount of the Controlling Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:,
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of all of the Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of all of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Wachovia Education Loan Funding LLC), Indenture (Wachovia Student Loan Trust 2005-1)
Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (SLM Funding LLC), Indenture (SLM Funding LLC)
Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided PROVIDED, HOWEVER, that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; and PROVIDED, FURTHER, that, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Nellie Mae Education Loan Corp), Indenture (Asset Backed Securities Corp)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided PROVIDED that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section SECTION 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section SECTION 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; PROVIDED, HOWEVER, that, subject to Section SECTION 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Caterpillar Financial Funding Corp), Indenture (Caterpillar Financial Funding Corp)
Control by Noteholders. The Holders holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided PROVIDED that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; PROVIDED, HOWEVER, that, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of (i) any Noteholders holders of the Notes not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Key Bank Usa National Association), Indenture (Mellon Bank N A)
Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount shall Note Balance of a Series have the right to direct the time, method and place of conducting any Proceeding in respect of such Series for any remedy available to the Indenture Trustee with respect to the related Notes or exercising any trust or power conferred on the Indenture TrusteeTrustee with respect to the related Notes; provided provided, that:
(ia) such direction shall does not be in conflict with any rule of law or with this IndentureIndenture or the related Indenture Supplement;
(iib) subject to the terms of except as provided in Section 5.045.6(b), any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall Collateral allocable to a Series must be made by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountNote Balance of such Series;
(iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral allocable to a Series pursuant to such SectionSection 5.7, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount Note Balance of such Series to sell or liquidate the Owner Trust Estate shall such Collateral will be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such directiondirection from the Noteholders of a majority of the Note Balance of such Series. Notwithstanding the rights of Noteholders of a Series set forth in this Section, subject to Section 6.015.13, the Indenture Trustee need not take any action for which that it will not be adequately indemnified or determines might materially adversely affect the rights of any Noteholders of such Series not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Ford Credit Floorplan LLC), Indenture (Ford Credit Floorplan Corp)
Control by Noteholders. The Subject to the rights of the Insurer pursuant to Section 12.01, the Holders of Notes representing a majority of the Outstanding Amount Voting Rights of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% a majority of the Outstanding AmountVoting Rights of Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects is required to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% a majority of the Outstanding Amount Voting Rights of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Home Equity Mortgage Trust 2006-2), Indenture (Home Equity Mortgage Trust 2007-1)
Control by Noteholders. The Holders of Notes representing a majority of the principal amount of the Notes Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
: (ia) such direction shall not be in conflict with any rule of law or with this Indenture;
; (iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount;
principal amount of the Notes Outstanding; (iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the principal amount of the Notes Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
and (ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.016.1, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Mmca Auto Receivables Inc), Indenture (Mmca Auto Receivables Inc)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100[___]% of the Outstanding Amount;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100[___]% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (American Honda Receivables Corp), Indenture (American Honda Receivables Corp)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by the Issuer, NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by the Issuer NARC II, NMAC or any of their Affiliates), shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and
(iib) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% the applicable percentage of the Outstanding Amount;
(iii) if Amount of the conditions Notes set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect5.04(c)(iv); and
(ivc) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Nissan Auto Receivables 2010-a Owner Trust), Indenture (Nissan Auto Receivables 2010-a Owner Trust)
Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount of the Directing Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders Noteholders of Notes representing not less than 10066-2/3% of the Outstanding AmountAmount of Directing Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 10066-2/3% of the Outstanding Amount of Directing Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and;
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Crestar Bank /Va), Indenture (Crestar Bank /Va)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Eaglemark Inc), Indenture (Eaglemark Inc)
Control by Noteholders. The Required Holders of Notes representing a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture TrusteeTrustee (in all events subject to Section 6.02(f)); provided that:
(i) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Indenture Collateral shall be by the Holders of Notes Noteholders representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Indenture Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes Noteholders representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Indenture Collateral shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (American Capital Strategies LTD), Indenture (American Capital Strategies LTD)
Control by Noteholders. The Holders of Notes representing a majority evidencing ---------------------- not less than 51% of the Outstanding Amount Note Balance shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, however, that:: -------- -------
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any written direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing evidencing not less than 100% of the Outstanding AmountNote Balance;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Sectionsection, then any written direction to the Indenture Trustee by the Holders of Notes representing evidencing less than 100% of the Outstanding Amount Note Balance to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.1, the Indenture Trustee need not take any action that it reasonably believes might involve it in costs, expenses and liabilities for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Pooled Auto Securities Shelf LLC), Indenture (Pooled Auto Securities Shelf LLC)
Control by Noteholders. The Required Holders of Notes representing a majority of the Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture TrusteeTrustee (in all events subject to Section 6.02(f)); provided PROVIDED that:
(i) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially and adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Heller Funding Corp), Indenture (Newcourt Receivables Corp Ii)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes, voting as a single class (excluding for such purpose the outstanding principal amount of any Notes held of record or beneficially owned by the Issuer, NARC II, NMAC or any of their Affiliates, unless at such time all of the Notes are held of record or beneficially owned by the Issuer, NARC II, NMAC or any of their Affiliates), shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;; and
(iib) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% the applicable percentage of the Outstanding Amount;
(iii) if Amount of the conditions Notes set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect5.04(c)(iv); and
(ivc) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Nissan Auto Receivables 2011-a Owner Trust), Indenture (Nissan Auto Receivables 2011-a Owner Trust)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Security Balances of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.03, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountSecurity Balances of Notes;
(iii) if the conditions set forth in Section 5.05 5.04 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Household Consumer Loan Trust 1997-1), Indenture (Household Consumer Loan Trust 1997-2)
Control by Noteholders. The Holders Noteholders of Notes representing at least a majority of the Outstanding Amount of the Controlling Class 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 or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.4 hereof, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of all of the Notes;
(iiic) if the conditions set forth in Section 5.05 5.5 hereof have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Sectionsection, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of all of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Collegiate Funding of Delaware LLC), Indenture (Chase Education Loan Trust 2007-A)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, that:
(i) such direction shall not be in conflict with any rule of law Law or with this Indenture;
(ii) such rights shall be subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount5.4(a)(iv);
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any written direction to the Indenture Trustee by the Holders of Notes Noteholders representing less than one hundred percent (100% %) of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and;
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction; and
(v) the Majority Noteholders have offered to the Indenture Trustee indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in complying with such direction. Notwithstanding the rights of Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such actionaction or the rights of any Hedge Counterparties.
Appears in 2 contracts
Sources: Indenture (Diversified Energy Co PLC), Indenture (Diversified Energy Co PLC)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Note Principal Balances of Notes shall have the right (subject to the provisions of Section 5.06) to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountNote Principal Balances of Notes;
(iii) if the conditions set forth in Section 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Note Principal Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Imh Assets Corp), Indenture (Impac Secured Assets CMN Trust Series 1998-1)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount aggregate Note Principal Balances of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee (subject to the Indenture Trustee's right to receive indemnity, as provided herein); provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% Note Principal Balances of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effectNotes; and
(iviii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. direction of the Holders of Notes representing a majority of the Note Principal Balances of the Notes.
(iv) Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, 5.11 the Indenture Trustee need not take any action for which that it will not be adequately indemnified deems unduly prejudicial to any Noteholder or that it determines might materially adversely affect the rights of any Noteholders not consenting subject it to such actionliability.
Appears in 2 contracts
Sources: Indenture (Structured Asset Mortgage Investments II Inc., HomeBanc Mortgage Trust 2004-2), Indenture (Structured Asset Mortgage Investments II Inc., HomeBanc Mortgage Trust 2004-2)
Control by Noteholders. The Holders of Notes representing a majority 66-2/3% of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.4 above, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be in writing by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iiic) if the conditions set forth in Section 5.05 5.5 above have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such SectionSection 5.5, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.1 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (HFC Revolving Corp Household Home Equity Loan Trust 2003 2), Indenture (HFC Revolving Corp Household Home Equity Ln Tr 2003 1)
Control by Noteholders. The Holders Controlling Party of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with any other provision of this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Heller Funding Corp), Indenture (Heller Funding Corp)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Majority Highest Priority Class Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, however, that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.04 hereof, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountVoting Interests of all Class of Notes Outstanding;
(iiic) if the conditions set forth in Section 5.05 hereof have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Highest Priority Class Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this SectionSection 5.11, subject to Section 6.016.01 hereof, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Ace Securities Corp Home Loan Trust 1999 a Asset Backed Note), Indenture (Aegis Asset Backed Securities Corp)
Control by Noteholders. The If the Indenture Trustee is the Controlling Party, the Holders of Notes representing a majority of the Outstanding Amount Note Majority shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, however, that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountNote Balance;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Note Balance to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; and provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not reasonably determines might involve it in liability or would reasonably be adequately indemnified or might expected to materially adversely affect the rights of any Noteholders Noteholder(s) not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Asset Backed Securities Corp), Indenture (Asset Backed Securities Corp)
Control by Noteholders. The Holders of Notes representing a majority of Subject to Section 5.16(b), the Outstanding Amount Majority Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in personal liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Deutsche Recreational Asset Funding Corp), Indenture (Deutsche Recreational Asset Funding Corp)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of the Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of the Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and;
(ivd) the Indenture Trustee may take any other action deemed proper necessary by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth ; and
(e) such direction shall be in this Sectionwriting; provided, further, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (Chase Credit Card Master Trust), Indenture (Chase Credit Card Master Trust)
Control by Noteholders. The If the Trustee is the Controlling Party, the Holders of Notes representing a majority of the Outstanding Amount of the Notes, voting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines, in its sole discretion, might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 2 contracts
Sources: Indenture (WFS Receivables Corp 2), Indenture (WFS Receivables Corp)
Control by Noteholders. The (i) With respect to the Notes other than the Class II-A Notes, the Holders of Notes representing a majority of the Outstanding Amount aggregate Note Principal Balances of Notes or (ii) with respect to the Class II-A Notes, the Insurer, so long as the Insurer is not in default under the Insurance Policy, or the holders of the majority of the aggregate Note Principal Balance of the Class II-A Notes with the consent of the Insurer, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the related Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% Note Principal Balances of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effectNotes; and
(ivc) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such directiondirection of the Holders of Notes representing a majority of the Note Principal Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, 5.11 the Indenture Trustee need not take any action for which that it will not be adequately indemnified or determines might materially adversely affect the rights of any Noteholders not consenting to such actioninvolve it in liability.
Appears in 1 contract
Sources: Trust Agreement (American Home Mortgage Investment Trust 2005-4)
Control by Noteholders. The Following the occurrence and continuation of an Insurer Default, the Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Fund shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Fund pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Fund shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Sources: Indenture (Securitized Asset Backed Receivables LLC)
Control by Noteholders. The Holders Noteholders of Notes representing evidencing not less than a majority of the principal amount of the Notes Outstanding Amount shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing evidencing not less than 100% of the Outstanding Amount;
principal amount of the Notes Outstanding; (iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such SectionSection 5.5, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing evidencing less than 100% of the principal amount of the Notes Outstanding Amount to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Note;
(iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the [Securities Insurer] and the Noteholders set forth in this Section, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Control by Noteholders. The Holders Subject to the provisions of Notes representing Sections 5.04, 5.06, 6.02(d) and 6.02(e), Noteholders holding at least a majority of the Outstanding Amount Majority Interest voting as a single class shall have the right to direct the time, method and place of conducting any Proceeding for or any remedy available to the Indenture Trustee with respect to the Notes or exercising with respect to the exercise of any trust or power conferred on the Indenture Trustee; , provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the terms of Section 5.04, any direction to the Indenture Trustee to to, sell or liquidate the Owner Trust Estate shall be made by the Holders of Notes representing Noteholders holding not less than 100% of the Outstanding Amount;
(iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, and then any direction to the Indenture Trustee by the Holders of Notes representing Noteholders holding less than 100% of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount aggregate Note Principal Balances of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee (subject to the Indenture Trustee’s right to receive indemnity, as provided herein); provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding Amount;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% Note Principal Balances of the Outstanding Amount to sell or liquidate the Owner Trust Estate shall be of no force and effectNotes; and
(iviii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such directiondirection of the Holders of Notes representing a majority of the Note Principal Balances of the Notes. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, 5.11 the Indenture Trustee need not take any action for which that it will not be adequately indemnified deems unduly prejudicial to any Noteholder or that it determines might materially adversely affect the rights of any Noteholders not consenting subject it to such actionliability.
Appears in 1 contract
Sources: Indenture (Homebanc Corp)
Control by Noteholders. The Holders If the Senior Notes are Outstanding, the Noteholders of Notes representing a majority of the Outstanding Amount of the Notes, with the prior written consent of the Subordinate Note Insurer, shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
provided, however, that (i) i such direction shall not be in conflict with any rule of law or with this Indenture;
; (ii) ii subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding Amount;
Amount of the Notes; (iii) iii if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
and (iv) iv the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.;
Appears in 1 contract
Sources: Indenture (Usa Group Secondary Market Services Inc)
Control by Noteholders. The Holders Noteholders of Notes representing at least a majority of the Outstanding Amount of the Controlling Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Controlling Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Controlling Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Majority Highest Priority Class Noteholders shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.05, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAggregate Voting Rights of the Notes;
(iiic) if the conditions set forth in Section 5.05 5.06 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Highest Priority Class Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount Security Balances of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountSecurity Balances of Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such SectionSection , then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount Security Balances of Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this SectionSection , subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Securities Insurer and the Noteholders set forth in this Section, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified or might materially adversely affect the rights of any Noteholders not consenting to such action.determines
Appears in 1 contract
Control by Noteholders. The Holders Noteholders of Notes representing a majority of ---------------------- the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:that -------- ----
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not -------- ------- take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Sources: Indenture (SLM Funding Corp)
Control by Noteholders. The Holders of Notes representing a majority 50% of the ---------------------- Outstanding Amount of the Controlling Securities shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction ------------ to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Controlling Securities;
(iii) if the conditions set forth in Section 5.05 have been ------------ satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Controlling Securities to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines ------------ might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Control by Noteholders. The Holders Noteholders of Notes representing a majority of the Outstanding Amount of the Directing Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders Noteholders of Notes representing not less than 10066-2/3% of the Outstanding AmountAmount of Directing Notes;
(iii) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders Noteholders of Notes representing less than 10066-2/3% of the Outstanding Amount of Directing Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and;
(iv) the Indenture Trustee may take any other action deemed proper by properby the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; provided, however, that, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Control by Noteholders. The Holders of Notes representing a majority of the ---------------------- Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided provided, however, that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.04 hereof, any direction ------------ to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iiic) if the conditions set forth in Section 5.05 hereof have been ------------ satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this SectionSection ------- 5.11, subject to Section 6.016.01 hereof, the Indenture Trustee need not take any ---- ------------ action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Securities Insurer and the Noteholders set forth in this Section, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Control by Noteholders. The Holders of Notes representing holding at least a majority of the Outstanding Amount of each Class of Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided PROVIDED, that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.04SECTION 5.4, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by all the Holders of Notes representing not less than 100% of the Outstanding AmountNoteholders;
(iiic) if the conditions set forth in Section 5.05 SECTION 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper prudent by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section; PROVIDED, HOWEVER, that, subject to Section 6.01SECTION 6.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders Noteholder(s) not consenting to such action.
Appears in 1 contract
Sources: Indenture (Bluegreen Corp)
Control by Noteholders. The Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.045.4, any direction to the Indenture Trustee to sell or liquidate the Owner Indenture Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iiic) if the conditions set forth in Section 5.05 5.5 have been satisfied and the Indenture Trustee elects to retain the Owner Indenture Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Indenture Trust Estate shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Securities Insurer and the Noteholders set forth in this Section, subject to Section 6.016.1, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Control by Noteholders. The Except as otherwise provided in Section 5.02, the Holders of Notes representing a majority of the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(ia) such direction shall not be in conflict with any rule of law or with this Indenture;
(iib) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate Collateral shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iiic) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate Collateral pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate Collateral shall be of no force and effect; and
(ivd) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this Section, subject to Section 6.016.01(g), the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract
Control by Noteholders. The Holders of Notes representing a majority of ---------------------- the Outstanding Amount of the Notes shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or power conferred on the Indenture Trustee; provided that:
(i) such direction shall not be in conflict with any rule of law or with this Indenture;
(ii) subject to the express terms of Section 5.04, any direction to the Indenture Trustee to sell or liquidate the Owner Trust Estate shall be by the Holders of Notes representing not less than 100% of the Outstanding AmountAmount of the Notes;
(iii) if the conditions set forth in Section 5.05 have been satisfied and the Indenture Trustee elects to retain the Owner Trust Estate pursuant to such Section, then any direction to the Indenture Trustee by the Holders of Notes representing less than 100% of the Outstanding Amount of the Notes to sell or liquidate the Owner Trust Estate shall be of no force and effect; and
(iv) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction. Notwithstanding the rights of Noteholders set forth in this Section, subject to Section 6.01, the Indenture Trustee need not take any action for which that it will not be adequately indemnified determines might involve it in liability or might materially adversely affect the rights of any Noteholders not consenting to such action.
Appears in 1 contract