Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Trust Agreement or any of the Basic Documents or would be contrary to Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given.
Restrictions on Certificateholders’ Power. (a) The Certificateholder shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic Documents or would be contrary to Section 2.3 nor shall the Owner Trustee be obligated to follow any such direction, if given.
(b) The Certificateholder shall not have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement or any Basic Document, unless the Certificateholder previously shall have given to the Owner Trustee a written notice of default and of the continuance thereof, as provided in this Agreement, and also unless the Certificateholder shall have made written request upon the Owner Trustee to institute such action, suit or proceeding in its own name as Owner Trustee under this Agreement and shall have offered to the Owner Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Owner Trustee, for 30 days after its receipt of such notice, request, and offer of indemnity, shall have neglected or refused to institute any such action, suit, or proceeding, and during such 30-day period no request or waiver inconsistent with such written request has been given to the Owner Trustee pursuant to and in compliance with this Section or Section 5.3. For the protection and enforcement of the provisions of this Section, the Certificateholder and the Owner Trustee shall be entitled to such relief as can be given either at law or in equity.
Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Basic Documents or would be contrary to Section 2.3 nor shall the Owner Trustee be obligated to determine if a Certificateholder’s direction violates this Section 4.4 or to follow any such direction, if given.
Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the Delaware Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Delaware Trustee under this Trust Agreement or any of the other Basic Documents or would be contrary to Section 2.03 hereof nor shall the Delaware Trustee be permitted to follow any such direction, if given.
Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the AART Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the AART Owner Trustee under this Agreement, including Section 2.3 of this Agreement, or any of the other AART Transaction Documents, nor shall the AART Owner Trustee be obligated to follow any such direction, if given. The Certificateholders shall not and shall not direct the AART Owner Trustee to take action that would violate the provisions of Section 6.1 and, if given, the AART Owner Trustee shall not be obligated to follow any such direction.
Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action (i) if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under any Basic Document or would be contrary to Section 2.03 or (ii) that, for federal, State or local income, single business or franchise tax purposes, would cause the Issuer to be treated as an association (or a publicly-traded partnership) taxable as a corporation; nor shall the Owner Trustee be obligated to follow any such direction, if given. The Certificateholders shall not direct the Owner Trustee to treat the Issuer as other than a Grantor Trust for federal, State and local income tax purposes or take any tax reporting positions inconsistent with that intent. With respect to any direction of the Certificateholders, the Certificateholders shall be required to certify as to the compliance with this Section and the Owner Trustee shall be entitled to conclusively rely on any such certification.
Restrictions on Certificateholders’ Power. The Certificateholders shall not direct the Owner Trustee to take or to refrain from taking any action (a) if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Basic Documents or would be contrary to Section 2.03, (b) that, for federal, State or local income, single business or franchise tax purposes, would cause the Issuer to be treated as an association (or a publicly-traded partnership) taxable as a corporation; nor shall the Owner Trustee be obligated to follow any such direction, if given. With respect to any direction of the Certificateholders, the Certificateholders shall be required to certify as to the compliance with this Section 4.05 and the Owner Trustee shall be entitled to conclusively rely on any such certificate.
Restrictions on Certificateholders’ Power. (a) The Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the Operative Documents or would be contrary to Section 2.3 or otherwise contrary to law nor shall the Owner Trustee be obligated to follow any such direction, if given.
(b) No Certificateholder (other than Holding Trust or its initial transferee) shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action, or proceeding in equity or at law upon or under or with respect to this Agreement or any Operative Document, unless the Certificateholders are the Instructing Party pursuant to Section 6.3 and unless a Certificateholder previously shall have given to the Owner Trustee a written notice of default and of the continuance thereof, as provided in this Agreement, and also unless Certificateholders evidencing not less than 25% by Percentage Interest shall have made written request upon the Owner Trustee to institute such action, suit or proceeding in its own name as Owner Trustee under this Agreement and shall have offered to the Owner Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Owner Trustee, for 30 days after its receipt of such notice, request, and offer of indemnity, shall have neglected or refused to institute any such action, suit, or proceeding, and during such 30-day period no request or waiver inconsistent with such written request has been given to the Owner Trustee pursuant to and in compliance with this Section or Section 6.3; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Owner Trustee, that no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb, or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right under this Agreement, except in the manner provided in this Agreement and for the equal, ratable, and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 4.4, each and every Cer...
Restrictions on Certificateholders’ Power. The holders of the Trust Certificates shall not direct the Eligible Lender Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligations of the Trust or the Eligible Lender Trustee under the Higher Education Act or this Trust Agreement or any of the other Basic Documents or would be contrary to Section 2.03 nor shall the Eligible Lender Trustee be permitted to follow any such direction, if given.
Restrictions on Certificateholders’ Power. The holder of the Trust Certificate or (provided that no Securities Insurer Default has occurred and is continuing) the Securities Insurer shall not direct the Eligible Lender Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligations of the Trust or the Eligible Lender Trustee under the Higher Education Act or this Trust Agreement or any of the other Basic Documents or would be contrary to Section 2.03 nor shall the Eligible Lender Trustee be permitted to follow any such direction, if given.
