Common use of Conflicting Instruction Clause in Contracts

Conflicting Instruction. Notwithstanding the foregoing, the Intercreditor Collateral Agent shall have no duty or responsibility to exercise any discretion with respect to determining the nature of, receiving, holding and/or distributing all or any portion of the Collateral or any other collateral or funds held by the Intercreditor Collateral Agent pursuant to the terms of this Agreement. Without limiting the generality of the foregoing, the parties hereby agree that the Intercreditor Collateral Agent shall be obligated to disburse funds from the Lockbox Account only in accordance with instructions from EESLP or the Manager given pursuant to Section 7(a), 7(b) or 7(c), instructions from the Indenture Trustee given pursuant to Section 8(b) or 8(d) or instructions from the Bank Agent given pursuant to Section 8(c) or 8(d). In the event the Intercreditor Collateral Agent receives conflicting notices or instructions or in the event it is unable in good faith to determine what action it should take, or is unsure as to the application, intent, interpretation or meaning of any provision therein or hereof, the Intercreditor Collateral Agent may give notice (in such form as shall be appropriate under the circumstances) to EESLP, the Bank Agent and the Indenture Trustee, requesting written instructions as to the course of action to be adopted, and, to the extent the Intercreditor Collateral Agent acts in good faith in accordance with any such appropriate instruction received from EESLP, the Bank Agent and the Indenture Trustee (as directed by the Requisite Global Majority), the Intercreditor Collateral Agent shall not be liable on account of such action or inaction to any Person. Except with respect to any instructions received from the Indenture Trustee (as directed by the Requisite Global Majority) directing the disposition of the funds on the Lockbox Account that are properly allocated to the Securitization Collateral, if the Intercreditor Collateral Agent 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, and the Intercreditor Collateral Agent shall have no liability to any Person for any such action or inaction.

Conflicting Instruction. Notwithstanding the foregoing, the Intercreditor Collateral Agent shall have no duty or responsibility to exercise any discretion with respect to determining the nature of, receiving, holding and/or distributing all or any portion of the Collateral or any other collateral or funds held by the Intercreditor Collateral Agent pursuant to the terms of this Agreement. Without limiting the generality of the foregoing, the parties hereby agree that the Intercreditor Collateral Agent shall be obligated to disburse funds from the Lockbox Account only in accordance with instructions from EESLP UCI or the Manager given pursuant to Section 7(a), 7(b) or 7(c), instructions from the Indenture Trustee given pursuant to Section 8(b) or 8(d) or instructions from the Bank Agent given pursuant to Section 8(c) or 8(d). In the event the Intercreditor Collateral Agent receives conflicting notices or instructions or in the event it is unable in good faith to determine what action it should take, or is unsure as to the application, intent, interpretation or meaning of any provision therein or hereof, the Intercreditor Collateral Agent may give notice (in such form as shall be appropriate under the circumstances) to EESLPUCI, the Bank Agent and the Indenture Trustee, requesting written instructions as to the course of action to be adopted, and, to the extent the Intercreditor Collateral Agent acts in good faith in accordance with any such appropriate instruction received from EESLPUCI, the Bank Agent and the Indenture Trustee (as directed by the Requisite Global Majority), the Intercreditor Collateral Agent shall not be liable on account of such action or inaction to any Person. Except with respect to any instructions received from the Indenture Trustee (as directed by the Requisite Global Majority) directing the disposition of the funds on the Lockbox Account that are properly allocated to the Securitization Collateral, if the Intercreditor Collateral Agent 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, and the Intercreditor Collateral Agent shall have no liability to any Person for any such action or inaction.

Conflicting Instruction. Notwithstanding the foregoing, the Intercreditor Collateral Agent shall have no duty or responsibility to exercise any discretion with respect to determining the nature of, receiving, holding and/or distributing all or any portion of the Collateral or any other collateral or funds held by the Intercreditor Collateral Agent pursuant to the terms of this Agreement. Without limiting the generality of the foregoing, the parties hereby agree that the Intercreditor Collateral Agent shall be obligated to disburse funds from (i) the EXLP/ABS 2009/Xxxxx Lockbox Account only in accordance with instructions from EESLP EXLP, EXLPOP, or the Manager given pursuant to Section 7(a), 7(b) or 7(c), (ii) the Lockbox Accounts in accordance with instructions from the Indenture Trustee given pursuant to Section 8(b) or 8(d), or (iii) or the Lockbox Accounts in accordance with instructions from the Bank Agent given pursuant to Section 8(c) or 8(d). In the event the Intercreditor Collateral Agent receives conflicting notices or instructions or in the event it is unable in good faith to determine what action it should take, or is unsure as to the application, intent, interpretation or meaning of any provision therein or hereof, the Intercreditor Collateral Agent may give notice (in such form as shall be appropriate under the circumstances) to EESLPEXLP, the Bank Agent Agent, and the Indenture Trustee, requesting written instructions as to the course of action to be adopted, and, to the extent the Intercreditor Collateral Agent acts in good faith in accordance with any such appropriate instruction received from EESLPEXLP, the Bank Agent Agent, and the Indenture Trustee (as directed by the Requisite Global Majority), the Intercreditor Collateral Agent shall not be liable on account of such action or inaction to any Person. Except with respect to any instructions received from the Indenture Trustee (as directed by the Requisite Global Majority) directing the disposition of the funds on in the applicable Lockbox Account that are properly allocated to the Securitization Collateral, if the Intercreditor Collateral Agent 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, and the such Intercreditor Collateral Agent shall have no liability to any Person for any such action or inaction.

Conflicting Instruction. Notwithstanding the foregoing, the Intercreditor Collateral Agent shall have no duty or responsibility to exercise any discretion with respect to determining the nature of, receiving, holding and/or distributing all or any portion of the Collateral or any other collateral or funds held by the Intercreditor Collateral Agent pursuant to the terms of this Agreement. Without limiting the generality of the foregoing, the parties hereby agree that the Intercreditor Collateral Agent shall be obligated to disburse funds from the Lockbox Account only in accordance with instructions from EESLP or the Manager given pursuant to Section 7(a), 7(b) or 7(c), instructions from the Indenture Trustee given pursuant to Section 8(b) or 8(d) or instructions from the Bank Agent given pursuant to Section 8(c) or 8(d). In the event the Intercreditor Collateral Agent receives conflicting notices or instructions or in the event it is unable in good faith to determine what action it should take, or is unsure as to the application, intent, interpretation or meaning of any provision therein or hereof, the Intercreditor Collateral Agent may give notice (in such form as shall be appropriate under the circumstances) to EESLP, the Bank Agent Universal and the Indenture Trustee, requesting written instructions as to the course of action to be adopted, and, to the extent the Intercreditor Collateral Agent acts in good faith in accordance with any such appropriate instruction received from EESLP, the Bank Agent Universal and the Indenture Trustee (as directed by the Requisite Global MajorityControl Party), the Intercreditor Collateral Agent shall not be liable on account of such action or inaction to any Person. Except with respect to any instructions received from the Indenture Trustee (as directed by the Requisite Global MajorityControl Party) directing the disposition of the funds on the Lockbox Account that are properly allocated to the Securitization Collateral, if the Intercreditor Collateral Agent 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, and the Intercreditor Collateral Agent shall have no liability to any Person for any such action or inaction.

Conflicting Instruction. Notwithstanding the foregoing, the Intercreditor Collateral Agent shall have no duty or responsibility to exercise any discretion with respect to determining the nature of, receiving, holding and/or distributing all or any portion of the Collateral or any other collateral or funds held by the Intercreditor Collateral Agent pursuant to the terms of this Agreement. Without limiting the generality of the foregoing, the parties hereby agree that the Intercreditor Collateral Agent shall be obligated to disburse funds from the Lockbox Account only in accordance with instructions from EESLP EI or the Manager given pursuant to Section 7(a), 7(b) or 7(c), instructions from the Indenture Trustee given pursuant to Section 8(b) or 8(d) or instructions from the Bank Agent given pursuant to Section 8(c) or 8(d). In the event the Intercreditor Collateral Agent receives conflicting notices or instructions or in the event it is unable in good faith to determine what action it should take, or is unsure as to the application, intent, interpretation or meaning of any provision therein or hereof, the Intercreditor Collateral Agent may give notice (in such form as shall be appropriate under the circumstances) to EESLPEI, the Bank Agent and the Indenture Trustee, requesting written instructions as to the course of action to be adopted, and, to the extent the Intercreditor Collateral Agent acts in good faith in accordance with any such appropriate instruction received from EESLPEI, the Bank Agent and the Indenture Trustee (as directed by the Requisite Global Majority), the Intercreditor Collateral Agent shall not be liable on account of such action or inaction to any Person. Except with respect to any instructions received from the Indenture Trustee (as directed by the Requisite Global Majority) directing the disposition of the funds on the Lockbox Account that are properly allocated to the Securitization Collateral, if the Intercreditor Collateral Agent 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, and the Intercreditor Collateral Agent shall have no liability to any Person for any such action or inaction.