Common use of Right to Receive Instructions Clause in Contracts

Right to Receive Instructions. Without limiting the Manager’s obligations under Section 4.3(b) above, in the event that the Manager is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Transaction Documents or any Managed Documents, or any such provision is, in the good faith judgment of the Manager, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, any other Transaction Document or any Managed Document permits any determination by the Manager or is silent or is incomplete as to the course of action which the Manager is required to take with respect to a particular set of facts, the Manager may make a Consent Request to the Control Party for written instructions in accordance with the Indenture and the other Transaction Documents and, to the extent that the Manager shall have acted or refrained from acting in good faith in accordance with instructions, if any, received from the Control Party with respect to such Consent Request, the Manager shall not be liable on account of such action or inaction to any Person; provided that the Control Party shall be under no obligation to provide any such instruction if it is unable to decide between alternative courses of action. Subject to the Managing Standard, if the Manager shall not have received appropriate instructions from the Control Party within ten days of such notice (or within such shorter period of time as may be specified in such notice), the Manager may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Documents, as the Manager shall deem to be in the best interests of the Noteholders and the Securitization Entities. The Manager shall have no liability to any Secured Party or the Controlling Class Representative for such action or inaction taken in reliance on the preceding sentence except for the Manager’s own bad faith, negligence or willful misconduct.

Right to Receive Instructions. Without limiting the Manager’s obligations under Section 4.3(b) above, in the event that the Manager is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Transaction Related Documents or any Managed Documents, or any such provision is, in the good faith judgment of the Manager, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, any other Transaction Related Document or any Managed Document permits any determination by the Manager or is silent or is incomplete as to the course of action which the Manager is required to take with respect to a particular set of facts, the Manager may make a Consent Request to the Control Party for written instructions in accordance with the Indenture and the other Transaction Related Documents and, to the extent that the Manager shall have acted or refrained from acting in good faith in accordance with instructions, if any, received from the Control Party with respect to such Consent Request, the Manager shall not be liable on account of such action or inaction to any Person; provided that the Control Party shall be under no obligation to provide any such instruction if it is unable to decide between alternative courses of action. Subject to the Managing Standard, if the Manager shall not have received appropriate instructions from the Control Party within ten days of such notice (or within such shorter period of time as may be specified in such notice), the Manager may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Related Documents, as the Manager shall deem to be in the best interests of the Noteholders and the Securitization Entities. The Manager shall have no liability to any Secured Party or the Controlling Class Representative for such action or inaction taken in reliance on the preceding sentence except for the Manager’s own bad faith, negligence or willful misconduct.

Right to Receive Instructions. Without limiting the Manager’s obligations under Section 4.3(b) above, in the event that the Manager is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Transaction Documents or any Managed Documents, or any such provision is, in the good faith judgment of the Manager, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, any other Transaction Document or any Managed Document permits any determination by the Manager or is silent or is incomplete as to the course of action which the Manager is required to take with respect to a particular set of facts, the Manager may make a Consent Request to the Control Party for written instructions in accordance with the Indenture and the other Transaction Documents and, to the extent that the Manager shall have acted or refrained from acting in good faith in accordance with instructions, if any, received from the Control Party with respect to such Consent Request, the Manager shall not be liable on account of such action or inaction to any Person; provided that the Control Party shall be under no obligation to provide any such instruction if it is unable to decide between alternative courses of action. Subject to the Managing Standard, if the Manager shall not have received appropriate instructions from the Control Party within ten days of such notice (or within such shorter period of time as may be specified in such notice), the Manager may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Documents, as the Manager shall deem to be in the best interests of the Noteholders and each of the Securitization EntitiesService Recipients. The Manager shall have no liability to any Secured Party or the Controlling Class Representative for such action or inaction taken in reliance on the preceding sentence except for the Manager’s own bad faith, negligence or willful misconduct.

Right to Receive Instructions. Without limiting the Manager’s obligations under Section 4.3(b4.4(b) above, in the event that the Manager is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Transaction Documents or any Managed Documents, or any such provision is, in the good faith judgment of the Manager, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, any other Transaction Document or any Managed Document permits any determination by the Manager or is silent or is incomplete as to the course of action which the Manager is required to take with respect to a particular set of facts, the Manager may make a Consent Request to the Control Party for written instructions in accordance with the Indenture and the other Transaction Documents and, to the extent that the Manager shall have acted or refrained from acting in good faith in accordance with instructions, if any, received from the Control Party with respect to such Consent Request, the Manager shall not be liable on account of such action or inaction to any Person; provided that the Control Party shall be under no obligation to provide any such instruction if it is unable to decide between alternative courses of action. Subject to the Managing Standard, if the Manager shall not have received appropriate instructions from the Control Party within ten days (10) Business Days of such notice (or within such shorter period of time as may be specified in such notice), the Manager may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Documents, as the Manager shall deem to be in the best interests of the Noteholders and each of the Securitization Entities. The Manager shall have no liability to any Secured Party or the Controlling Class Representative for such action or inaction taken in reliance on the preceding sentence except for the Manager’s own bad faith, gross negligence or willful misconduct.

Right to Receive Instructions. Without limiting the Manager’s obligations under Section 4.3(b) above, in In the event that the Manager is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Transaction Documents Agreement or any Managed DocumentsRelated Document, or any such provision is, in the good faith judgment of the Manager, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, any other Transaction Document Agreement or any Managed Related Document permits any determination by the Manager or is silent or is incomplete as to the course of action which the Manager is required to take with respect to a particular set of facts, the Manager may make a Consent Request give notice (in such form as shall be appropriate under the circumstances) to the Control Party for written requesting instructions in accordance with the Base Indenture and the other Transaction Documents and, to the extent that the Manager shall have acted or refrained from acting in good faith in accordance with instructions, if any, any such instructions received from the Control Party with respect to such Consent RequestParty, the Manager shall not be liable on account of such action or inaction to any Person; provided that the Control Party shall be under no obligation to provide any such instruction if it is unable to decide between alternative courses of action. Subject to the Managing Standard, if the Manager shall not have received appropriate instructions from the Control Party within ten (10) days of such notice (or within such shorter period of time as may be specified in such notice), ) the Manager may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Related Documents, as the Manager shall deem to be in the best interests of the Noteholders and the Securitization Entities. The Manager shall have no liability to any Secured Party or the Controlling Class Representative Person for such action or inaction taken in reliance on the preceding sentence except for the Manager’s own bad faith, negligence or willful misconduct.

Right to Receive Instructions. Without limiting the Manager’s obligations under Section 4.3(b) above, in the event that the Manager is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Transaction Documents or any Managed Documents, or any such provision is, in the good faith judgment of the Manager, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, any other Transaction Document or any Managed Document permits any determination by the Manager or is silent or is incomplete as to the course of action which the Manager is required to take with respect to a particular set of facts, the Manager may make a Consent Request to the Control Party for written instructions in accordance with the Indenture and the other Transaction Documents and, to the extent that the Manager shall have acted or refrained from acting in good faith in accordance with instructions, if any, received from the Control Party with respect to such Consent Request, the Manager shall not be liable on account of such action or inaction to any Person; provided that the Control Party shall be under no obligation to provide any such instruction if it is unable to decide between alternative courses of action. Subject to the Managing Standard, if the Manager shall not have received appropriate instructions from the Control Party within ten days of such notice (or within such shorter period of time as may be specified in such notice), the Manager may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Documents, as the Manager shall deem to be in the best interests of the Noteholders and each of the Securitization Entities. The Manager shall have no liability to any Secured Party or the Controlling Class Representative for such action or inaction taken in reliance on the preceding sentence except for the Manager’s own bad faith, gross negligence or willful misconduct.

Right to Receive Instructions. Without limiting the Manager’s obligations under Section 4.3(b) above, in In the event that the Manager is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Transaction Documents Agreement or any Managed Documentsother Related Document, or any such provision is, in the good faith judgment of the Manager, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, Agreement or any other Transaction Document or any Managed Related Document permits any determination by the Manager or is silent or is incomplete as to the course of action which the Manager is required to take with respect to a particular set of facts, the Manager may make a Consent Request give notice (in such form as shall be appropriate under the circumstances) to the Control Party for written requesting instructions in accordance with the Base Indenture and the other Transaction Documents and, to the extent that the Manager shall have acted or refrained from acting in good faith in accordance with instructions, if any, any such instructions received from the Control Party with respect to such Consent RequestParty, the Manager shall not be liable on account of such action or inaction to any Person; provided that the Control Party shall be under no obligation to provide any such instruction if it is unable to decide between alternative courses of action. Subject to the Managing Management Standard, if the Manager shall not have received appropriate instructions from the Control Party within ten days of such notice (or within such shorter period of time as may be specified in such notice), ) the Manager may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Related Documents, as the Manager shall deem to be in the best interests of the Noteholders and the Securitization Entities. The Manager shall have no liability to any Secured Party Party, any Noteholder or the Controlling Class Representative for such action or inaction taken in reliance on the preceding sentence except for the Manager’s own bad faith, negligence willful misconduct or willful misconductnegligence.

Right to Receive Instructions. Without limiting the Manager’s obligations under Section 4.3(b) abovehereunder, in the event that the Manager is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Transaction Documents Agreement or any Managed DocumentsRelated Document, or any such provision is, in the good faith judgment of the Manager, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, any other Transaction Document Agreement or any Managed Related Document permits any determination by the Manager or is silent or is incomplete as to the course of action which the Manager is required to take with respect to a particular set of facts, the Manager may make a Consent Request to the Control Party for written requesting instructions in accordance with the Base Indenture and the other Transaction Documents and, to the extent that the Manager shall have acted or refrained from acting in good faith in accordance with instructions, if any, any such instructions received from the Control Party with respect to such Consent Request, the Manager shall not be liable on account of such action or inaction to any Person; provided provided, that the Control Party shall be under no obligation to provide any such instruction if it is unable to decide between alternative courses of action. Subject to the Managing Standard, if the Manager shall not have received appropriate instructions from the Control Party within ten (10) days of such notice (or within such shorter period of time as may be specified in such notice), ) the Manager may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Related Documents, as the Manager shall deem to be in the best interests of the Noteholders and the Securitization Entities. The Manager shall have no liability to any Secured Party or the Controlling Class Representative Person for such action or inaction taken in reliance on the preceding sentence except for the Manager’s own bad faith, negligence or willful misconduct.

Right to Receive Instructions. Without limiting the ManagerServicer’s obligations under Section 4.3(b4.3(c) above, in the event that the Manager Servicer is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Transaction Documents Agreement or any Managed DocumentsRelated Document, or any such provision is, in the good faith judgment of the ManagerServicer, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, any other Transaction Document Agreement or any Managed Related Document permits any determination by the Manager Servicer or is silent or is incomplete as to the course of action which the Manager Servicer is required to take with respect to a particular set of facts, the Manager Servicer may make a Consent Request give notice (in such form as shall be appropriate under the circumstances) to each Series Controlling Party and the Control Party for Indenture Trustee requesting written instructions in accordance with the Indenture and the other Transaction Documents and, to the extent that the Manager Servicer shall have acted or refrained from acting in good faith in accordance with instructions, if any, any such instructions received from the Control Party with respect to such Consent RequestAggregate Controlling Party, the Manager Servicer shall not be liable on account of such action or inaction to any Person; provided that the Control Party shall be under no obligation to provide any such instruction if it is unable to decide between alternative courses of action. Subject to the Managing Servicing Standard, if the Manager Servicer shall not have received appropriate instructions from the Control Aggregate Controlling Party within ten fifteen (15) days of such notice (or within such shorter period of time as may be specified in such notice), the Manager Servicer (i) shall promptly notify each Series Controlling Party of the absence of any such instructions and (ii) until such later time, if any, as the Servicer receives appropriate instructions from the Aggregate Controlling Party, may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Documents, as the Manager Servicer shall reasonably deem to be in the best interests of the Aggregate Controlling Party; provided, however, that if an Insurer is not the Series Controlling Party for a Series of Notes, the Servicer shall also prepare and provide to the Indenture Trustee all notices, forms and consent solicitations to be delivered to the related Noteholders in connection with such notice and request for instructions; and provided, further, that if no Insurer is a Series Controlling Party for a Series of Notes and if the Servicer shall not have received appropriate instructions from the Aggregate Controlling Party within twenty (20) days of such notice, the Servicer may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Documents, as the Servicer shall deem to be in the best interests of the Noteholders Aggregate Controlling Party and the Securitization Entities. The Manager Servicer shall have no liability to any Secured Party or the Controlling Class Representative Person for such action or inaction taken in reliance on the preceding sentence except for the ManagerServicer’s own bad faith, negligence willful misconduct or willful misconductnegligence.

Right to Receive Instructions. Without limiting the ManagerServicer’s obligations under Section 4.3(b) above, in the event that the Manager Servicer is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Transaction Documents Agreement or any Managed DocumentsRelated Document, or any such provision is, in the good faith judgment of the ManagerServicer, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, any other Transaction Document Agreement or any Managed Related Document permits any determination by the Manager Servicer or is silent or is incomplete as to the course of action which the Manager Servicer is required to take with respect to a particular set of facts, the Manager Servicer may make a Consent Request give notice (in such form as shall be appropriate under the circumstances) to the Control Aggregate Controlling Party for and the Indenture Trustee requesting written instructions in accordance with the Indenture and the other Transaction Documents and, to the extent that the Manager Servicer shall have acted or refrained from acting in good faith in accordance with instructions, if any, any such instructions received from the Control Party with respect to such Consent RequestAggregate Controlling Party, the Manager Servicer shall not be liable on account of such action or inaction to any Person; provided that the Control Party shall be under no obligation to provide any such instruction if it is unable to decide between alternative courses of action. Subject to the Managing Servicing Standard, if the Manager Servicer shall not have received appropriate instructions from the Control Aggregate Controlling Party within ten fifteen (15) days of such notice (or within such shorter period of time as may be specified in such notice), the Manager Servicer (i) shall promptly notify each Series Controlling Party of the absence of any such instructions and (ii) until such later time, if any, as the Servicer receives appropriate instructions from the Aggregate Controlling Party, may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Documents, as the Manager Servicer shall reasonably deem to be in the best interests of the Aggregate Controlling Party and the Securitization Entities; provided, however, that if an Insurer or group of Insurers is not the Aggregate Controlling Party, the Servicer shall also prepare and provide to the Indenture Trustee all notices, forms and consent solicitations to be delivered to the related Noteholders in connection with such notice and request for instructions; and provided, further, that if no Insurer or group of Insurers is the Aggregate Controlling Party and if the Servicer shall not have received appropriate instructions from the Aggregate Controlling Party within twenty (20) days of such notice, the Servicer may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Documents, as the Servicer shall deem to be in the best interests of the Noteholders Aggregate Controlling Party and the Securitization Entities. The Manager Servicer shall have no liability to any Secured Party or the Controlling Class Representative Person for such action or inaction taken in reliance on the preceding sentence except for the ManagerServicer’s own bad faith, negligence willful misconduct or willful misconductnegligence.

Right to Receive Instructions. Without limiting the Manager’s obligations under Section 4.3(b) above, in In the event that the Manager Master Servicer is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Transaction Documents Agreement or any Managed Documentsother Related Document, or any such provision is, in the good faith judgment of the ManagerMaster Servicer, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, Agreement or any other Transaction Document or any Managed Related Document permits any determination by the Manager Master Servicer or is silent or is incomplete as to the course of action which the Manager Master Servicer is required to take with respect to a particular set of facts, the Manager Master Servicer may make a Consent Request give notice (in such form as shall be appropriate under the circumstances) to the Control Party for written requesting instructions in accordance with the Base Indenture and the other Transaction Documents and, to the extent that the Manager Master Servicer shall have acted or refrained from acting in good faith in accordance with instructions, if any, any such instructions received from the Control Party with respect to such Consent RequestParty, the Manager Master Servicer shall not be liable on account of such action or inaction to any Person; provided that the Control Party shall be under no obligation to provide any such instruction if it is unable to decide between alternative courses of action. Subject to the Managing Servicing Standard, if the Manager Master Servicer shall not have received appropriate instructions from the Control Party within ten days of such notice (or within such shorter period of time as may be specified in such notice), ) the Manager Master Servicer may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Related Documents, as the Manager Master Servicer shall deem to be in the best interests of the Control Party and the Securitization Entities; provided, however, that if an Insurer is not the Control Party, the Master Servicer shall prepare and provide to the Trustee all notices, forms and consent solicitations to be delivered to the Noteholders in connection with such notice and request for instructions; and provided, further, that if an Insurer is not the Control Party and if the Master Servicer shall not have received appropriate instructions from the Control Party within twenty (20) days of such notice, the Master Servicer may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the other Related Documents, as the Master Servicer shall deem to be in the best interests of the Control Party and the Securitization Entities. The Manager Master Servicer shall have no liability to any Secured Party or the Controlling Class Representative Person for such action or inaction taken in reliance on the preceding sentence except for the ManagerMaster Servicer’s own bad faith, negligence willful misconduct or willful misconductnegligence.

Right to Receive Instructions. Without limiting the Manager’s obligations under Section 4.3(b) above, in In the event that the Manager is unable to decide between alternative courses of action, or is unsure as to the application of any provision of this Agreement, the other Transaction Documents or any Managed Documents, or any such provision is, in the good faith judgment of the Manager, ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement, any other Transaction Document or any Managed Document permits any determination by the Manager or is silent or is incomplete as to the course of action which the Manager is required to take with respect to a particular set of facts, the Manager may make a Consent Request to the Control Party Controlling Class Representative for written instructions in accordance with the Indenture and the other Transaction Documents and, to the extent that the Manager shall have acted or refrained from acting in good faith in accordance with instructions, if any, received from the Control Party Controlling Class Representative with respect to such Consent Request, the Manager shall not be liable on account of such action or inaction to any Person; provided that the Control Party Controlling Class Representative shall be under no obligation to provide any such instruction if it is unable to decide between alternative courses of action. Subject to the Managing Standard, if the Manager shall not have received appropriate instructions from the Control Party Controlling Class Representative within ten days of such notice (or within such shorter period of time as may be specified in such notice), the Manager may, but shall be under no duty to, take or refrain from taking such action, not inconsistent with this Agreement or the Transaction Documents, as the Manager shall deem to be in the best interests of the Noteholders and the Securitization EntitiesIssuer. The Manager shall have no liability to any Secured Party or the Controlling Class Representative for such action or inaction taken in reliance on the preceding sentence except for the Manager’s own bad faith, negligence or willful misconduct.