Common use of Notice of Certain Events; Action by the Owner Trustee Clause in Contracts

Notice of Certain Events; Action by the Owner Trustee. (a) Whenever the Owner Trustee, on behalf of the Trust as issuer of the Bonds or as owner of the Mortgage Loans, is requested or, as to any particular matter, notified of its authority, by any Person, to take any action or to give any consent, approval or waiver that it is entitled to take or give on behalf of the Trust in such capacity, the Owner Trustee shall promptly notify all the Certificateholders of such request or notice in such detail as is available to it. (b) Subject to the Owner Trustee's rights in this Deposit Trust Agreement to be indemnified for its acts and omissions with respect to matters concerning this Deposit Trust Agreement, the Operative Agreements, the Trust Estate or the Mortgage Loans, the Owner Trustee shall take or refrain from taking such action as Certificateholders entitled to a majority of the Voting Rights shall so direct. The Owner Trustee may, from time to time, request in writing instructions from the Certificateholders and shall request in writing instructions from the Certificateholders if the Owner Trustee receives notice that a default shall have occurred and is continuing under the General Administration Agreement or the Indenture. (c) Notwithstanding any direction of the Certificateholders to the contrary or any provision hereof to the contrary, the Owner Trustee shall not, without the written consent of the Indenture Trustee, execute any direction of the Certificateholders that might result in the Trust being terminated prior to the satisfaction and discharge of the Lien of the Indenture on the Trust Estate or prior to the payment in full of the principal of and accrued interest on the Bonds.

Notice of Certain Events; Action by the Owner Trustee. (a) Whenever the Owner Trustee, on behalf of the Trust as issuer holder of the Bonds or as owner of the Mortgage LoansUnderlying Certificates, is requested or, as to any particular matter, notified of its authority, by any Person, to take any action or to give any consent, approval or waiver that it is entitled to take or give on behalf of the Trust in such capacity, the Owner Trustee shall promptly notify all the Certificateholders and the Collateral Agent of such request or notice in such detail as is made available to it. (b) Subject to the Owner Trustee's rights in this Deposit Trust Agreement to be indemnified for its acts and omissions with respect to matters concerning this Deposit Trust Agreement, the Operative Agreements, the Trust Estate or the Mortgage LoansUnderlying Certificates, the Owner Trustee shall take or refrain from taking such action as the Certificateholders entitled to owning a majority of the Voting Rights Percentage Interests shall so direct, with the written consent of the Collateral Agent. The Owner Trustee may, from time to time, request in writing instructions from the Certificateholders and shall request in writing instructions from the Certificateholders and the Collateral Agent if the Owner Trustee receives notice that a default shall have occurred and is continuing under the General Administration Agreement or the IndentureAgreement. (c) Notwithstanding any direction Upon receipt by the Owner Trustee of a notice from the Certificateholders Collateral Agent pursuant to the contrary Section 4.2(d) that an Event of Default or any provision hereof to the contrarya Default has occurred, the Owner Trustee shall not, without follow any directions from the written consent Collateral Agent with respect to the exercise of rights or remedies under the Indenture Trustee, execute any direction Administration Agreement until such time as the requirements of Section 4.2(d)(i) and (ii) have been met. The Certificateholders agree that during such time the rights of the Certificateholders that might result in to instruct the Trust being terminated prior Owner Trustee with respect to the satisfaction and discharge Administration Agreement shall be subordinated to the rights of the Lien Collateral Agent, and any fiduciary duties or liabilities of the Indenture on the Trust Estate or prior Owner Trustee to the payment Certificateholders in full of connection therewith shall be deemed waived. However, in no event shall the principal of and accrued interest on Owner Trustee be deemed to owe any fiduciary duties to the BondsCollateral Agent.

Notice of Certain Events; Action by the Owner Trustee. (a) Whenever the Owner Trustee, on behalf of the Trust as issuer of the Bonds or as owner of the Mortgage LoansPledged Securities, is requested or, as to any particular matter, notified of its authority, by any Person, to take any action or to give any consent, approval or waiver that it is entitled to take or give on behalf of the Trust in such capacity, the Owner Trustee shall promptly notify all the Certificateholders of such request or notice in such detail as is available to it. (b) Subject to the Owner Trustee's rights in this Deposit Trust Agreement to be indemnified for its acts and omissions with respect to matters concerning this Deposit Trust Agreement, the other Operative Agreements, the Trust Estate or the Mortgage LoansPledged Securities, the Owner Trustee shall take or refrain from taking such action as Certificateholders entitled to a majority of the Voting Rights shall so direct. The Owner Trustee may, from time to time, request in writing writing, instructions from the Certificateholders and shall request in writing instructions from the Certificateholders if the Owner Trustee receives notice that a default shall have occurred and is continuing under the General Administration Management Agreement or the Indenture. (c) Notwithstanding any direction of the Certificateholders to the contrary contrary, or any provision hereof to the contrary, the Owner Trustee shall not, without the written consent of the Indenture Trustee, execute any direction of the Certificateholders that might result in the Trust being terminated prior to the satisfaction and discharge of the Lien of the Indenture on the Trust Estate or prior to the payment in full of the principal of and accrued interest on the Bonds.

Notice of Certain Events; Action by the Owner Trustee. (a) Whenever the Owner Trustee, on behalf of the REIT Sub-Trust as issuer of or the Bonds or as owner of the Mortgage LoansTRS Sub-Trust, is requested or, as to any particular matter, notified of its authority, by any Person, to take any action or to give any consent, approval or waiver that it is entitled to take or give on behalf of the REIT Sub-Trust or the TRS Sub-Trust in such capacity, the Owner Trustee shall promptly notify all provide written notice to the Certificateholders of the REIT Certificates or the Certificateholders of the TRS Certificates, as the case may be, of such request or notice in such detail as is made available to it. (b) Subject to the Owner Trustee's ’s rights in this Deposit Trust Agreement to be indemnified for its acts and omissions with respect to matters concerning this Deposit Trust Agreement, the Operative Agreements, the Trust Estate Documents or the Mortgage LoansTrust Estate, the Owner Trustee shall take or refrain from taking such action with respect to a Sub-Trust as the Certificateholders entitled to a majority of the Voting Rights with respect to such Sub-Trust shall so directdirect in writing, with the written consent of UBS, or (ii) upon written notice from UBS that a default or an Event of Default has occurred and is continuing under any of the Facility Agreements to which such Sub-Trust is a party as UBS shall so direct in writing until written notice from UBS to the contrary. The With respect to matters affecting a Sub-Trust, the Owner Trustee may, from time to time, request in writing instructions from the Certificateholders with respect to such Sub-Trust and shall request in writing instructions from the Certificateholders with respect to such Sub-Trust if the Owner Trustee receives notice that a default or an Event of Default shall have occurred and is continuing under the General Administration Agreement or any of the IndentureFacility Agreements. With respect to matters concerning the Trust generally, and not a particular Sub-Trust, a majority of the Certificateholders of each Sub-Trust, acting as a separate class, shall exercise the foregoing rights. If the Owner Trustee in good faith follows any written instructions it receives pursuant hereto, the Owner Trustee shall not be liable to the Certificateholders or any other Person on account of its action or inaction. If the Owner Trustee has not received appropriate written instruction within ten (10) days of the notice (or within such shorter period as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking any action not inconsistent with the Trust Agreement that it deems to be in the best interests of the Certificateholders, and shall have no liability to the Certificateholders for its action or inaction. (c) Notwithstanding any direction of the Certificateholders to the contrary or any provision hereof to the contrary, the Owner Trustee shall not, without the written consent of the Indenture TrusteeUBS, execute any direction of the Certificateholders that might to the actual knowledge of a Responsible Officer of the Owner Trustee will result in the Trust as an entirety or with respect to either Sub-Trust being terminated prior to the satisfaction and discharge of the Lien Liens created by the Facility Agreements on the related Sub-Trust Estate and, in the case of the Indenture on the Trust Estate or REIT Sub-Trust, prior to the payment in full of the principal of and accrued interest on the BondsNotes.

Notice of Certain Events; Action by the Owner Trustee. (a) Whenever the Owner Trustee, on behalf of the Trust as issuer of the Bonds or as owner of the Mortgage Loans, is requested or, as to any particular matter, notified of its authority, by any Person, to take any action or to give any consent, approval or waiver that it is entitled to take or give on behalf of the Trust in such capacity, the Owner Trustee shall promptly notify all the Certificateholders of such request or notice in such detail as is available to it. (b) Subject to the Owner Trustee's rights in this Deposit Trust Agreement to be indemnified for its acts and omissions with respect to matters concerning this Deposit Trust Agreement, the Operative Agreements, the Trust Estate or the Mortgage Loans, the Owner Trustee shall take or refrain from taking such action as Certificateholders entitled to a majority of the Voting Rights shall so direct. The Owner Trustee may, from time to time, request in writing instructions from the Certificateholders and shall request in writing instructions from the Certificateholders if the Owner Trustee receives notice that a default shall have occurred and is continuing under the General Administration Agreement or the Indenture. (c) Notwithstanding any direction of the Certificateholders to the contrary or any provision hereof to the contrary, the Owner Trustee shall not, without the written consent of the Indenture Trustee, execute any direction of the Certificateholders that might result in the Trust being terminated prior to the satisfaction and discharge of the Lien of the Indenture on the Trust Estate or prior to the payment in full of the principal of and accrued interest on the Bonds.

Notice of Certain Events; Action by the Owner Trustee. (a) Whenever the Owner Trustee, on behalf of the Trust as issuer of the Bonds Notes or as owner holder of the Mortgage LoansUnderlying Certificate, is requested or, as to any particular matter, notified of its authority, by any Person, to take any action or to give any consent, approval or waiver that it is entitled to take or give on behalf of the Trust in such capacity, the Owner Trustee shall promptly notify all the Certificateholders of such request or notice in such detail as is made available to it. (b) Subject to the Owner Trustee's rights in this Deposit Trust Agreement to be indemnified for its acts and omissions with respect to matters concerning this Deposit Trust Agreement, the Operative Agreements, the Trust Estate or the Mortgage LoansUnderlying Certificate, the Owner Trustee shall take or refrain from taking such action as the Certificateholders entitled to owning a majority of the Voting Rights Percentage Interests shall so directdirect in writing. The Owner Trustee may, from time to time, request in writing instructions from the Certificateholders and shall request in writing instructions from the Certificateholders if the Owner Trustee receives notice that a default shall have occurred and is continuing under the General Administration Agreement or the Indenture. (c) Notwithstanding any direction of the Certificateholders to the contrary or any provision hereof to the contrary, the Owner Trustee shall not, without the written consent of the Indenture Trustee, execute any direction of the Certificateholders that might to the actual knowledge of a Responsible Officer of the Owner Trustee will result in the Trust being terminated prior to the satisfaction and discharge of the Lien of the Indenture on the Trust Estate or prior to the payment in full of the principal of and accrued interest on the BondsEstate.

Notice of Certain Events; Action by the Owner Trustee. (a) Whenever the Owner Trustee, on behalf of the Trust as issuer holder of the Bonds or as owner of the Mortgage LoansUnderlying Certificates, is requested or, as to any particular matter, notified of its authority, by any Person, to take any action or to give any consent, approval or waiver that it is entitled to take or give on behalf of the Trust in such capacity, the Owner Trustee shall promptly notify all the Certificateholders and the Collateral Agent of such request or notice in such detail as is made available to it. (b) Subject to the Owner Trustee's rights in this Deposit Trust Agreement to be indemnified for its acts and omissions with respect to matters concerning this Deposit Trust Agreement, the Operative Agreements, the Trust Estate or the Mortgage LoansUnderlying Certificates, the Owner Trustee shall take or refrain from taking such action as the Certificateholders entitled to owning a majority of the Voting Rights Percentage Interests shall so direct, with the written consent of the Collateral Agent. The Owner Trustee may, from time to time, request in writing instructions from the Certificateholders and shall request in writing instructions from the Certificateholders and Collateral Agent if the Owner Trustee receives notice that a default shall have occurred and is continuing under the General Administration Agreement or the IndentureAgreement. (c) Notwithstanding any direction Upon receipt by the Owner Trustee of a notice from the Certificateholders Collateral Agent pursuant to the contrary Section 4.2(d) that an Event of Default or any provision hereof to the contrarya Default has occurred, the Owner Trustee shall not, without follow any directions from the written consent Collateral Agent with respect to the exercise of rights or remedies under the Indenture Trustee, execute any direction Administration Agreement until such time as the requirements of Section 4.2(d)(i) and (ii) have been met. The Certificateholders agree that during such time the rights of the Certificateholders that might result in to instruct the Trust being terminated prior Owner Trustee with respect to the satisfaction and discharge Administration Agreement shall be subordinated to the rights of the Lien Collateral Agent, and any fiduciary duties or liabilities of the Indenture on the Trust Estate or prior Owner Trustee to the payment Certificateholders in full of connection therewith shall be deemed waived. However, in no event shall the principal of and accrued interest on Owner Trustee be deemed to owe any fiduciary duties to the BondsCollateral Agent.

Notice of Certain Events; Action by the Owner Trustee. (a) Whenever the Owner Trustee, on behalf of the Trust as issuer of the Bonds or as owner of the Mortgage LoansPledged Certificates, is requested or, as to any particular matter, notified of its authority, by any Person, to take any action or to give any consent, approval or waiver that it is entitled to take or give on behalf of the Trust in such capacity, the Owner Trustee shall promptly notify all the Certificateholders of such request or notice in such detail as is available to it. (b) Subject to the Owner Trustee's rights in this Deposit Trust Agreement to be indemnified for its acts and omissions with respect to matters concerning this Deposit Trust Agreement, the Operative Agreements, the Trust Estate or the Mortgage LoansPledged Certificates, the Owner Trustee shall take or refrain from taking such action as Certificateholders entitled to a majority of the Voting Rights shall so direct. The Owner Trustee may, from time to time, request in writing instructions from the Certificateholders and shall request in writing instructions from the Certificateholders if the Owner Trustee receives notice that a default shall have occurred and is continuing under the General Administration Management Agreement or the Indenture. (c) Notwithstanding any direction of the Certificateholders to the contrary or any provision hereof to the contrary, the Owner Trustee shall not, without the written consent of the Indenture Trustee, execute any direction of the Certificateholders that might result in the Trust being terminated prior to the satisfaction and discharge of the Lien of the Indenture on the Trust Estate or prior to the payment in full of the principal of and accrued interest on the Bonds.

Notice of Certain Events; Action by the Owner Trustee. (a) Whenever the Owner Trustee, on behalf of the Trust as issuer of the Bonds or as owner of the Mortgage Loans, is requested or, as to any particular matter, notified of its authority, by any Person, to take any action or to give any consent, approval or waiver that it is entitled to take or give on behalf of the Trust in such capacity, the Owner Trustee shall promptly notify all the Certificateholders Ownership Certificateholder of such request or notice in such detail as is available to it. (b) Subject Notwithstanding any provision contained herein to the contrary and subject to the Owner Trustee's rights in this Deposit Trust Agreement to be indemnified for its acts and omissions with respect to matters concerning this Deposit Trust Agreement, the Operative Agreements, the Trust Estate or the Mortgage Loans, the Owner Trustee shall take or refrain from taking such action as Certificateholders entitled to a majority of the Voting Rights Ownership Certificateholder shall so directdirect in writing, provided that such written directions do not contradict the directions contained in Sections 2.2(d), 2.3, 2.5, 5.1, 6.6, 8.1, 8.3, 8.4, 9.1, 9.2, 10.1, 10.2, 12.1(e), 12.1(f), 13.1, or 13.10 of this Deposit Trust Agreement or conflict with the Issuer's obligations under the Operative Agreements. The Owner Trustee may, from time to time, request (in writing writing), written instructions from the Certificateholders Ownership Certificateholder and shall request (in writing writing), written instructions from the Certificateholders Ownership Certificateholder if the Owner Trustee receives notice has Actual Knowledge that a default shall have occurred and is continuing under the General Administration Agreement or the Indenture. To the extent the Owner Trustee acts, or refrains from acting, in good faith in accordance with any written instructions of the Ownership Certificateholder, the Owner Trustee shall not be liable on account of such action or inaction to any Person. (c) Notwithstanding any direction of the Certificateholders Ownership Certificateholder to the contrary or any provision hereof to the contrary, the Owner Trustee shall not, without the written consent of the Indenture Trustee, execute any direction of the Certificateholders Ownership Certificateholder that might result in the Trust being terminated prior to the satisfaction and discharge of the Lien lien of the Indenture on the Trust Estate or prior to the payment in full of the principal of and accrued interest on the Bonds.

Notice of Certain Events; Action by the Owner Trustee. (a) Whenever the Owner Trustee, on behalf of the Trust as issuer of the Bonds Notes or as owner of the Mortgage LoansDaiwa FLOWS Certificates, is requested or, as to any particular matter, notified by any Person, of its authority, by any Person, to take any action or to give any consent, approval or waiver that it is entitled to take or give on behalf of the Trust in such capacity, the Owner Trustee shall promptly notify all the Certificateholders of such request or notice in such detail as is available to it. (b) Subject to the Owner Trustee's rights in this Deposit Trust Agreement to be indemnified for its acts and omissions with respect to matters concerning this Deposit Trust Agreement, the Operative Related Agreements, the Trust Estate or the Mortgage LoansDaiwa FLOWS Certificates, the Owner Trustee shall take or refrain from taking such action as Certificateholders entitled to a majority of the Voting Rights shall so direct; provided, however, that so long as the Trust Estate is subject to the lien of the Indenture such action of the Certificateholders must be affirmatively approved by 60% of the Holders of the Outstanding Notes. The Owner Trustee may, from time to time, request in writing instructions from the Certificateholders and shall request in writing instructions from the Certificateholders if the Owner Trustee receives notice that a default shall have has occurred and is continuing under the General Administration Agreement or the Indenture. (c) Notwithstanding any direction of the Certificateholders to the contrary or any provision hereof to the contrary, the Owner Trustee shall not, without the written consent of the Indenture Trustee, execute any direction of the Certificateholders that might result in the Trust being terminated prior to the satisfaction and discharge of the Lien of the Indenture on the Trust Estate or prior to the payment in full of the principal of and accrued interest on the BondsNotes.

Notice of Certain Events; Action by the Owner Trustee. (a) Whenever the Owner Trustee, on behalf of the Owner Trust as issuer of the Bonds or as owner of the Mortgage Loans, is requested or, as to any particular matter, notified of its authority, by any Person, to take any action or to give any consent, approval or waiver that it is entitled to take or give on behalf of the Owner Trust in such capacity, the Owner Trustee shall promptly notify all of the Certificateholders of such request or notice in such detail as is available to it. (b) Subject to the Owner Trustee's rights in this Deposit Trust Agreement to be indemnified for its acts and omissions with respect to matters concerning this Deposit Trust Agreement, the Operative Agreements, the Trust Estate or the Mortgage Loansas provided herein, the Owner Trustee shall take or refrain from taking such action as Certificateholders entitled to a majority of the Voting Rights shall so direct. The Owner Trustee may, from time to time, request in writing instructions from the Certificateholders Certificateholders, and shall request in writing instructions from the Certificateholders Certificateholders, if the Owner Trustee receives notice that a default shall have occurred and is continuing under the General Administration Servicing Agreement, the Management Agreement or the Indenture. (c) Notwithstanding any direction of the Certificateholders to the contrary or any provision hereof to the contrary, the Owner Trustee shall not, without the written consent of the Indenture Trustee, execute any direction of the Certificateholders that might result in the Owner Trust being terminated prior to the satisfaction and discharge of the Lien of the Indenture on the Trust Estate or prior to the payment in full of the principal of and accrued interest on the Bonds.