Common use of Actions of Certificateholders and Others Clause in Contracts

Actions of Certificateholders and Others. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders or the Collateral Agent may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders or the Collateral Agent in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Owner Trustee. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Owner Trustee, if made in the manner provided in this Section 12.5. (b) The fact and date of the execution by any Certificateholder or the Collateral Agent of any such instrument or writing may be proved in any reasonable manner which the Owner Trustee deems sufficient. (c) Any request, demand, authorization, direction, notice, consent, waiver or other action by a Certificateholder shall bind every transferee of every Owner Trust Certificate issued upon the registration of transfer of such Certificateholder's Owner Trust Certificate or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done, by the Owner Trustee, in reliance thereon, whether or not notation of such action is made upon such Owner Trust Certificate. (d) The Owner Trustee may require such additional proof of any matter referred to in this Section 12.5 as it shall deem reasonably necessary.