Common use of Action upon Instruction by Certificateholders Clause in Contracts

Action upon Instruction by Certificateholders. (a) Subject to Section 4.4, the Grantor Trust Certificateholder may by written instruction direct the Grantor Trust Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Grantor Trust Certificateholder pursuant to Section 4.5. The Grantor Trust Trustee shall not be required to take any discretionary action to investigate or review any matter without direction from the Grantor Trust Certificateholder. Further, with respect to provisions hereunder that provide for instruction by the Grantor Trust Certificateholder, if the Grantor Trust Trustee shall have notified the Grantor Trust Certificateholder in writing of a proposed action and within 15 Business Days of such notice (or within such shorter time as may be required under the circumstances and noted in the request for instruction) the Grantor Trust Certificateholder shall have not notified the Grantor Trust Trustee in writing that the Grantor Trust Certificateholder has withheld consent or provided alternative instruction, the Grantor Trust Trustee, in the place of Grantor Trust Certificateholder instruction hereunder, may accept and rely on written instruction of the Administrator. If subsequently the Grantor Trust Trustee receives alternative written instruction from the Grantor Trust Certificateholder, such subsequent instruction shall control unless the Grantor Trust Trustee has already acted at the instruction of the Administrator with respect to such matter. (b) Notwithstanding the foregoing, the Grantor Trust Trustee shall not be required to take or refrain from taking any action hereunder or under any other Transaction Document if the Grantor Trust Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in liability on the part of the Grantor Trust Trustee or is contrary to the terms hereof or of any other Transaction Document or is otherwise contrary to law. (c) Whenever the Grantor Trust Trustee is unable to decide between alternative courses of action permitted or required by the terms of this Agreement or any other Transaction Document, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement or the other Transaction Documents, the Grantor Trust Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Grantor Trust Certificateholder requesting instruction as to the course of action to be adopted, and, to the extent the Grantor Trust Trustee acts in good faith in accordance with any such instruction received, the Grantor Trust Trustee shall not be liable on account of such action to any Person. If the Grantor Trust Trustee shall not have received appropriate instructions within ten (10) days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action which is consistent, in its view, with this Agreement or the other Transaction Documents, and as it shall deem to be in the best interests of the Grantor Trust Certificateholder, and the Grantor Trust Trustee shall have no liability to any Person for any such action or inaction.