Common use of Action by Residual Interestholder with Respect to Bankruptcy Clause in Contracts

Action by Residual Interestholder with Respect to Bankruptcy. (a) The Issuer shall not, without the prior written consent of the Owner Trustee and 100% of the Residual Interestholders, commence a Bankruptcy Event with respect to the Issuer. In considering whether to give or withhold written consent to the Bankruptcy Event by the Issuer, the Owner Trustee, with the consent of the Residual Interestholder, shall consider the interests of the Noteholders in addition to the interests of the Issuer and whether the Issuer is insolvent. The Owner Trustee shall have no duty to give such written consent to a Bankruptcy Event by the Issuer if the Owner Trustee shall not have been furnished (at the expense of the Person that requested such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Issuer is then insolvent. The Owner Trustee shall not be personally liable to any Noteholder or Residual Interestholder on account of the Owner Trustee’s good faith reliance on the provisions of this Section and no Noteholder or Residual Interestholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee for giving or withholding its consent to any such Bankruptcy Event.

Action by Residual Interestholder with Respect to Bankruptcy. (a) The Issuer shall not, without the prior written consent of the Owner Trustee and 100% of the Residual Interestholders, commence a Bankruptcy Event with respect to the Issuer. In considering whether to give or withhold written consent to the Bankruptcy Event by the Issuer, the Owner Trustee, with the consent of the Residual Interestholder, shall consider the interests of the Noteholders in addition to the interests of the Issuer and whether the Issuer is insolvent. The Owner Trustee shall have no duty to give such written consent to a Bankruptcy Event by the Issuer if the Owner Trustee shall not have been furnished (at the expense of the Person that requested such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Issuer is then insolvent. The Owner Trustee shall not be personally liable to any Noteholder or Residual Interestholder on account of the Owner Trustee’s good faith reliance on the provisions of this Section and no Noteholder or Residual Interestholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee for giving or withholding its consent to any such Bankruptcy Event.

Action by Residual Interestholder with Respect to Bankruptcy. (a) The Issuer shall not, without the prior written consent of the Owner Trustee and 100% of the Residual Interestholders, commence a Bankruptcy Event with respect to the Issuer. In considering whether to give or withhold written consent to the Bankruptcy Event by the Issuer, the Owner Trustee, with the consent of the Residual Interestholder, shall consider the interests of the Noteholders in addition to the interests of the Issuer and whether the Issuer is insolvent. The Owner Trustee shall have no duty to give such written consent to a Bankruptcy Event by the Issuer if the Owner Trustee shall not have been furnished (at the expense of the Person that requested such letter be furnished to the Owner Trustee) a letter from an independent accounting firm of national reputation stating that in the opinion of such firm the Issuer is then insolvent. The Owner Trustee shall not be personally liable to any Noteholder or Residual Interestholder on account of the Owner Trustee’s good faith reliance on the provisions of this Section and no Noteholder or Residual Interestholder shall have any claim for breach of fiduciary duty or otherwise against the Owner Trustee for giving or withholding its consent to any such Bankruptcy Event.