Common use of Action by or Consent Clause in Contracts

Action by or Consent. of Noteholders and --------------------------------------- Certificateholders. Whenever any provision of this Agreement refers to action to ------------------ be taken, or consented to, by Noteholders or Certificateholders, such provision shall be deemed to refer to the Certificateholder or Noteholder, as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or Certificateholders. Solely for the purposes of any action to be taken, or consented to, by Noteholders or Certificateholders, any Note or Certificate registered in the name of TFC, the Seller or any Affiliate thereof shall be deemed not to be Outstanding; provided, however, that, solely for the purpose of determining whether the Trustee or the Trust Collateral Agent is entitled to rely upon any such action or consent, only Notes or Certificates which the Owner Trustee, the Trustee or the Trust Collateral Agent, respectively, knows to be so owned shall be so disregarded.

Action by or Consent. of Noteholders and --------------------------------------- Certificateholders. Whenever any provision of this Agreement refers to action ------------------ to ------------------ be taken, or consented to, by Noteholders or Certificateholders, such provision shall be deemed to refer to the Certificateholder or Noteholder, as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or Certificateholders. Solely for the purposes of any action to be taken, or consented to, by Noteholders or Certificateholders, any Note or Certificate registered in the name of TFC, the Seller or any Affiliate thereof shall be deemed not to be Outstanding; provided, however, that, solely for the purpose of determining whether the Trustee or the Trust Collateral Agent is entitled to rely upon any such action or consent, only Notes or Certificates which the Owner Trustee, the Trustee or the Trust Collateral Agent, respectively, knows to be so owned shall be so disregarded.

Action by or Consent. of Noteholders and --------------------------------------- CertificateholdersCertificateholders . Whenever any provision of this Agreement refers to action ------------------ to ------------------ be taken, or consented to, by Noteholders or Certificateholders, such provision shall be deemed to refer to the Certificateholder or Noteholder, as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or Certificateholders. Solely for the purposes of any action to be taken, or consented to, by Noteholders or Certificateholders, any Note or Certificate registered in the name of TFC, the Seller Sponsor or any Affiliate thereof shall be deemed not to be Outstandingoutstanding; provided, however, that, solely for the purpose of determining whether the Indenture Trustee or the Trust Collateral Agent is entitled to rely upon any such action or consent, only Notes or Certificates which the Owner Trustee, the Trustee or the Trust Collateral AgentIndenture Trustee, respectively, knows to be so owned shall be so disregarded.

Action by or Consent. of Class C Noteholders and --------------------------------------- Certificateholders. Whenever any provision of this Agreement refers to action to ------------------ be taken, or consented to, by Class C Noteholders or Certificateholders, such provision shall be deemed to refer to the Certificateholder or Class C Noteholder, as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Class C Noteholders or Certificateholders. Solely for the purposes of any action to be taken, or consented to, by Class C Noteholders or Certificateholders, any Class C Note or Certificate registered in the name of TFCthe Sponsor, the Seller Holding Trust or any Affiliate thereof shall be deemed not to be Outstandingoutstanding; provided, however, that, solely for the purpose of determining whether the Indenture Trustee or the Trust Collateral Agent is entitled to rely upon any such action or consent, only Class C Notes or Certificates which the Owner Trustee, the Trustee or the Trust Collateral AgentIndenture Trustee, respectively, knows to be so owned shall be so disregarded.