Common use of Acts of Creditors Clause in Contracts

Acts of Creditors. (a) Pursuant to each Trust Financing Agreement, every Creditor of a Series shall appoint the Creditor Representative of such Series to act on its behalf hereunder. All votes, directions, consents or exercise of any other rights of a Creditor hereunder shall be given or taken solely by and through the Creditor Representative for such Series on its behalf and no Creditor shall have the right to instruct the Master Collateral Agent directly, other than with respect to an Asset Representations Review under Article XII or dispute resolution proceedings under Section 11.2 of the Transfer and Servicing Agreement. The Master Collateral Agent shall be entitled to rely in good faith upon the written instruction of the Creditor Representatives (or their duly appointed agents) duly delivered hereunder as conclusive evidence in connection with any request, demand, authorization, direction, notice, vote, consent, waiver or other exercise of any right of the Creditors hereunder, and shall have no duty or obligation to investigate or confirm that the Creditor Representative has obtained the requisite number or percentage of consents, votes, authorizations or directions of its respective Creditors needed in order to direct such action or inaction. Any request, demand, authorization, direction, notice, vote, consent, waiver or other action provided by this Agreement to be given or taken by Creditor Representatives or Creditors may be embodied in and evidenced by one or more instrument(s) of substantially similar tenor signed by such Creditor Representatives representing such Creditors in person or by agents duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument(s) are delivered to the Master Collateral Agent, and, where it is hereby expressly required, to the Trust. Such instrument(s) (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Creditor Representatives or of the Creditors represented by the Creditor Representatives signing such instrument(s). 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 (subject to Section 7.1) conclusive in favor of the Master Collateral Agent and the Trust, if made in the manner provided in this Section 11.3. At any time the Notes of any Class are maintained as Book-Entry Notes, any reference in this Agreement to an Act of Creditors or of Creditor Representatives representing Creditors that include a Noteholder or Noteholders representing a specified portion of the Outstanding Principal Amount of the Notes or such Class of Notes shall be deemed to refer to an Act of Note Owners or a Note Owner or Note Owners holding such specified portion of the Outstanding Principal Amount of the Notes or Class, as the case may be. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by Law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Master Collateral Agent deems sufficient. (c) Each Creditor, by making Credit Extensions pursuant to the Trust Financing Agreements, and each Creditor Representative irrevocably appoints the Master Collateral Agent hereunder as the special attorney-in-fact for such Creditor or Creditor Representative vested with full power on behalf of such Creditor or Creditor Representative to effect and enforce the rights of such Creditor Representative or Creditor in the Collateral pursuant hereto for the benefit of such Creditor or Creditor Representative; provided that nothing contained in this Section 11.3 shall be deemed to confer upon the Master Collateral Agent any duty or power to vote on behalf of the Creditors or the Creditor Representatives with respect to any matter on which the Creditors or the Creditor Representatives have a right to vote pursuant to the terms of this Agreement.