Common use of Action upon Instruction by Holders Clause in Contracts

Action upon Instruction by Holders. (a) The Holder of any Series, subject to the rights of the related Registered Pledgee, if any, may direct the Administrator, the Company or the Servicer with respect to the related Series Interest to take action or refrain from taking action with respect to the related Series solely (i) to the extent set forth in the related Series Supplement or Securitized Financing Document and (ii) to the extent such action or inaction would not conflict with the provisions of this Agreement or any document to which the related Titling Company Assets are subject. (b) Notwithstanding the foregoing, and in accordance with Section 7.3(c), neither the Administrator nor the Titling Company Registrar will be required to take any action or refrain from taking action under this Agreement if the Administrator or the Titling Company Registrar has reasonably determined, or has been advised by counsel, that such action is likely to result in liability on the part of the Administrator or the Titling Company Registrar or is contrary to the terms hereof or is otherwise contrary to applicable law. (c) Whenever the Administrator or the Titling Company Registrar is unable to decide between alternative courses of action permitted or required by this Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement, the Administrator or the Titling Company Registrar may request an Opinion of Counsel as to such application, intent, interpretation or meaning, or may give notice (in a form appropriate under the circumstances) to the Holders requesting instruction as to the course of action to be adopted, and, to the extent the Administrator or the Titling Company Registrar acts in good faith in accordance with such Opinion of Counsel or any such instruction received from such Holders, as the case may be, the Administrator or the Tilting Company Registrar, as applicable, will not, to the fullest extent permitted by law, be liable on account of such action to any Person bound by this Agreement. If the Administrator or the Titling Company Registrar does not receive an Opinion of Counsel or appropriate instructions within 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 will be under no duty to, take or refrain from taking such action that is consistent, in its view, with this Agreement, and as it deems to be in the best interests of the Holders, and, to the fullest extent permitted by law, the Administrator or the Tilting Company Registrar, as applicable, will have no liability to any Person bound by this Agreement for any such action or inaction. (d) Notwithstanding the foregoing, this Section 7.4 shall not apply with respect to any Material Action to be consented to by the Administrator pursuant to Section 2.8(b).

Action upon Instruction by Holders. (a) The Holder Holders of any Series, subject to the rights of the related Registered Pledgee, if any, may direct the Titling Trust Administrator, the Company Titling Trust, the Trustee or the Servicer with respect to the related Series Specified Interest to take action or refrain from taking action with respect to the related Series solely (i) Specified Assets except to the extent set forth in the related Series Supplement or Securitized Financing Document and (ii) to the extent that such action or inaction would not conflict with the provisions any other provision of this Agreement or any document to which the related Titling Company Trust Assets are subject. Such direction may be exercised at any time by written instructions signed by the Holders holding a 100% beneficial interest in such Specified Assets. (b) Notwithstanding the foregoing, and in accordance with Section 7.3(c7.3(d), neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will be required to take any action or refrain from taking action under this Agreement if the Titling Trust Administrator or the Titling Company Registrar Trustee, as the case may be, has reasonably determined, or has been advised by counsel, that such action is likely to result in liability on the part of the Titling Trust Administrator or the Titling Company Registrar Trustee, as the case may be, or is contrary to the terms hereof or is otherwise contrary to applicable lawApplicable Law. (c) Whenever the Titling Trust Administrator or the Titling Company Registrar Trustee is unable to decide between alternative courses of action permitted or required by this Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement, the Titling Trust Administrator or the Titling Company Registrar Trustee may request an Opinion of Counsel as to such application, intent, interpretation or meaning, or may give notice (in a form appropriate under the circumstances) to the Holders requesting instruction as to the course of action to be adopted, and, to the extent the Titling Trust Administrator or the Titling Company Registrar Trustee acts in good faith in accordance with such Opinion of Counsel or any such instruction received from such Holders, as the case may be, neither the Titling Trust Administrator or nor the Tilting Company Registrar, as applicable, Trustee will not, to the fullest extent permitted by law, be liable on account of such action to any Person bound by this AgreementPerson. If the Titling Trust Administrator or the Titling Company Registrar Trustee, as applicable, does not receive an Opinion of Counsel or appropriate instructions within 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 will be under no duty to, take or refrain from taking such action that is consistent, in its view, with this Agreement, and as it deems to be in the best interests of the Holders, and, to and neither the fullest extent permitted by law, Titling Trust Administrator nor the Administrator or the Tilting Company Registrar, as applicable, Trustee will have no liability to any Person bound by this Agreement for any such action or inaction. (d) Notwithstanding the foregoing, this Section 7.4 shall not apply with respect to any Material Action to be consented to by the Administrator pursuant to Section 2.8(b).

Action upon Instruction by Holders. (a) The Holder Holders of any Series, subject to the rights of the related Registered Pledgee, if any, may direct the Titling Company Administrator, the Company Company, the Board or the Servicer with respect to the related Series Specified Interest to take action or refrain from taking action with respect to the related Series solely (i) Specified Assets except to the extent set forth in the related Series Supplement or Securitized Financing Document and (ii) to the extent that such action or inaction would not conflict with the provisions any other provision of this Agreement or any document to which the related Titling Company Assets are subject. Such direction may be exercised at any time by instructions signed by the Holders holding a 100% limited liability company interest in such Specified Assets. (b) Notwithstanding the foregoing, and in accordance with Section 7.3(c7.3(d), neither the Administrator nor the Titling Company Registrar Administrator will not be required to take any action or refrain from taking action under this Agreement if the Administrator or the Titling Company Registrar Administrator has reasonably determined, or has been advised by counsel, that such action is likely to result in liability on the part of the Administrator or the Titling Company Registrar Administrator or is contrary to the terms hereof or is otherwise contrary to applicable lawApplicable Law. (c) Whenever the Administrator or the Titling Company Registrar Administrator is unable to decide between alternative courses of action permitted or required by this Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement, the Administrator or the Titling Company Registrar Administrator may request an Opinion of Counsel as to such application, intent, interpretation or meaning, or may give notice (in a form appropriate under the circumstances) to the Holders requesting instruction as to the course of action to be adopted, and, to the extent the Administrator or the Titling Company Registrar Administrator acts in good faith in accordance with such Opinion of Counsel or any such instruction received from such Holders, as the case may be, the Titling Company Administrator or the Tilting Company Registrar, as applicable, will not, to the fullest extent permitted by law, not be liable on account of such action to any Person bound by this AgreementPerson. If the Administrator or the Titling Company Registrar Administrator does not receive an Opinion of Counsel or appropriate instructions within 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 will be under no duty to, take or refrain from taking such action that is consistent, in its view, with this Agreement, and as it deems to be in the best interests of the Holders, and, to and the fullest extent permitted by law, the Titling Company Administrator or the Tilting Company Registrar, as applicable, will have no liability to any Person bound by this Agreement for any such action or inaction. (d) Notwithstanding the foregoing, this Section 7.4 shall not apply with respect to any Material Action to be consented to by the Administrator pursuant to Section 2.8(b).

Action upon Instruction by Holders. (a) The Subject to clause (c) below, the Requisite GI Holder may, by written instruction, direct the General Interest Trustee in the management of any Series, subject the Trust (solely to the rights of extent related to the related Registered PledgeeGeneral Interest) and the General Trust Assets, if any, may direct and the Administrator, the Company or the Servicer Majority PI Holders with respect to any Portfolio Interest may, by written instruction, direct the related Series Interest to take action or refrain from taking action with respect to applicable Portfolio Trustee in the related Series management of the Trust (solely (i) to the extent set forth in related to the applicable Portfolio Interest) and the related Series Supplement or Securitized Financing Document and (ii) to the extent such action or inaction would not conflict with the provisions of this Agreement or any document to which the related Titling Company Assets are subjectPortfolio Assets. (b) Notwithstanding the foregoing, foregoing and in accordance with Section 7.3(c5.2(a), neither the Administrator nor the Titling Company Registrar will no Trustee shall be required to take any action or refrain from taking any action hereunder or under this Agreement any Basic Document if the Administrator or the Titling Company Registrar has such Trustee shall have reasonably determined, or has shall have been advised by counsel, that such action is likely to result in liability on the part of the Administrator or the Titling Company Registrar such Trustee or is contrary to the terms hereof or of any Basic Document or is otherwise contrary to applicable law. (c) No Holder shall direct any Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or a Trustee under this Agreement or any of the Basic Documents or would be contrary to Section 2.3(b); nor shall any Trustee be obligated to follow any such direction, if given. (d) Whenever the Administrator or the Titling Company Registrar a Trustee is unable to decide between alternative courses of action permitted or required by the terms of this AgreementAgreement or any Basic Document, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement, the Administrator Agreement or the Titling Company Registrar may request an Opinion of Counsel as to Basic Documents, such application, intent, interpretation or meaning, or may Trustee shall promptly give notice (in a such form as shall be appropriate under the circumstances) to the applicable Holders requesting instruction as to the course of action to be adopted, and, to the extent the Administrator or the Titling Company Registrar such Trustee acts in good faith in accordance with such Opinion of Counsel or any such instruction received from received, such Holders, as the case may be, the Administrator or the Tilting Company Registrar, as applicable, will not, to the fullest extent permitted by law, Trustee shall not be liable on account of such action to any Person bound by this AgreementPerson. If the Administrator or the Titling Company Registrar does a Trustee shall not receive an Opinion of Counsel or have received appropriate instructions within 10 days ten Business 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 will shall be under no duty to, take or refrain from taking such action that which is consistent, in its reasonable view, with this AgreementAgreement or the Basic Documents, and as it deems shall deem to be in the best interests of the applicable Holders, and, to the fullest extent permitted by law, the Administrator or the Tilting Company Registrar, as applicable, will and such Trustee shall have no liability to any Person bound by this Agreement for any such action or inaction. (d) Notwithstanding the foregoing, this Section 7.4 shall not apply with respect to any Material Action to be consented to by the Administrator pursuant to Section 2.8(b).

Action upon Instruction by Holders. (a) The Holder Holders of any Series, subject to the rights of the related Registered Pledgee, if any, may direct the Titling Trust Administrator, the Company Titling Trust, each Trustee or the Servicer with respect to the related Series Specified Interest to take action or refrain from taking action with respect to the related Series solely (i) Specified Assets except to the extent set forth in the related Series Supplement or Securitized Financing Document and (ii) to the extent that such action or inaction would not conflict with the provisions any other provision of this Agreement Titling Trust Agreement, any other Trust Document or any other document to which the related Titling Company Trust Assets are subject. Such direction may be exercised at any time by instructions signed by the Holders holding a 100% beneficial interest in such Specified Assets. (b) Notwithstanding the foregoing, and in accordance with Section 7.3(c)7.7, neither the Administrator nor the Titling Company Registrar Trust Administrator will not be required to take any action or refrain from taking action under this Titling Trust Agreement if the Titling Trust Administrator or the Titling Company Registrar has reasonably determined, or has been advised by counsel, that such action is likely to result in liability on the part of the Titling Trust Administrator or the Titling Company Registrar or is contrary to the terms hereof or is otherwise contrary to applicable lawApplicable Law. (c) Whenever the Titling Trust Administrator or the Titling Company Registrar is unable to decide between alternative courses of action permitted or required by this Titling Trust Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Titling Trust Agreement, the Titling Trust Administrator or the Titling Company Registrar may request an Opinion of Counsel as to such application, intent, interpretation or meaning, or may give notice (in a form appropriate under the circumstances) to the Holders requesting instruction as to the course of action to be adopted, and, to the extent the Titling Trust Administrator or the Titling Company Registrar acts in good faith in accordance with such Opinion of Counsel or any such instruction received from such Holders, as the case may be, the Titling Trust Administrator or the Tilting Company Registrar, as applicable, will not, to the fullest extent permitted by law, not be liable on account of such action to any Person bound by this AgreementPerson. If the Titling Trust Administrator or the Titling Company Registrar does not receive an Opinion of Counsel or appropriate instructions within 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 will be under no duty to, take or refrain from taking such action that is consistent, in its view, with this Titling Trust Agreement, and as it deems to be in the best interests of the Holders, and, to and the fullest extent permitted by law, the Titling Trust Administrator or the Tilting Company Registrar, as applicable, will have no liability to any Person bound by this Agreement for any such action or inaction. (d) Notwithstanding the foregoing, this Section 7.4 shall not apply with respect to any Material Action to be consented to by the Administrator pursuant to Section 2.8(b).

Action upon Instruction by Holders. (a) The Holder Holders of any Series, subject to the rights of the related Registered Pledgee, if any, may direct the Titling Trust Administrator, the Company Titling Trust, the Trustee or the Servicer with respect to the related Series Specified Interest to take action or refrain from taking action with respect to the related Series solely (i) Specified Assets except to the extent set forth in the related Series Supplement or Securitized Financing Document and (ii) to the extent that such action or inaction would not conflict with the provisions any other provision of this Agreement or any document to which the related Titling Company Trust Assets are subject. Such direction may be exercised at any time by instructions signed by the Holders holding a 100% beneficial interest in such Specified Assets. (b) Notwithstanding the foregoing, and in accordance with Section 7.3(c7.3(d), neither the Titling Trust Administrator nor the Titling Company Registrar Trustee will be required to take any action or refrain from taking action under this Agreement if the Titling Trust Administrator or the Titling Company Registrar Trustee, as the case may be, has reasonably determined, or has been advised by counsel, that such action is likely to result in liability on the part of the Titling Trust Administrator or the Titling Company Registrar Trustee, as the case may be, or is contrary to the terms hereof or is otherwise contrary to applicable lawApplicable Law. (c) Whenever the Titling Trust Administrator or the Titling Company Registrar Trustee is unable to decide between alternative courses of action permitted or required by this Agreement, or is unsure as to the application, intent, interpretation or meaning of any provision of this Agreement, the Titling Trust Administrator or the Titling Company Registrar Trustee may request an Opinion of Counsel as to such application, intent, interpretation or meaning, or may give notice (in a form appropriate under the circumstances) to the Holders requesting instruction as to the course of action to be adopted, and, to the extent the Titling Trust Administrator or the Titling Company Registrar Trustee acts in good faith in accordance with such Opinion of Counsel or any such instruction received from such Holders, as the case may be, neither the Titling Trust Administrator or nor the Tilting Company Registrar, as applicable, Trustee will not, to the fullest extent permitted by law, be liable on account of such action to any Person bound by this AgreementPerson. If the Titling Trust Administrator or the Titling Company Registrar Trustee, as applicable, does not receive an Opinion of Counsel or appropriate instructions within 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 will be under no duty to, take or refrain from taking such action that is consistent, in its view, with this Agreement, and as it deems to be in the best interests of the Holders, and, to and neither the fullest extent permitted by law, Titling Trust Administrator nor the Administrator or the Tilting Company Registrar, as applicable, Trustee will have no liability to any Person bound by this Agreement for any such action or inaction. (d) Notwithstanding the foregoing, this Section 7.4 shall not apply with respect to any Material Action to be consented to by the Administrator pursuant to Section 2.8(b).