Common use of The Indenture Trustee To Act On Instructions Clause in Contracts

The Indenture Trustee To Act On Instructions. Notwithstanding any provision herein to the contrary (other than Section 10.02), in the event the Indenture Trustee is uncertain as to the intention or application of any provision of this Indenture or such intention or application is ambiguous as to its purpose or application, or is, or appears to be, in conflict with any other applicable provision hereof, or if this Indenture permits or does not prohibit any determination by the Indenture Trustee or is silent or incomplete as to the course of action which the Indenture Trustee is required or is permitted or may be permitted to take with respect to a particular set of facts or circumstances, the Indenture Trustee shall, at the expense of the Owner Trustee, request and rely upon the following: (i) written instructions of the Note Insurer or the Owner Trustee (with the prior written consent of the Note Insurer) directing the Indenture Trustee to take certain actions or refrain from taking certain actions, which written instructions shall contain a certification that the taking of such actions or refraining from taking certain actions is in the best interest of the Noteholders and the Note Insurer, (ii) a written statement from the Rating Agencies that the proposed action or inaction will not have an adverse effect on the ratings then assigned to the Class A Notes, and (iii) in the case of any Event of Servicing Default or any Event of Default and any remedy or proceeding relating thereto, and in the case of any other provision hereof or thereof under which the consent of the Note Insurer is required, the consent of the Note Insurer. In such case, the Indenture Trustee shall have no liability to the Owner Trustee, the Note Insurer or the Noteholders for, and the Owner Trustee and the Note Insurer hereby hold harmless the Indenture Trustee from, any liability, costs or expenses arising from or relating to any action taken by the Indenture Trustee acting upon such instructions, and the Indenture Trustee shall have no responsibility to the Noteholders with respect to any such liability, costs or expenses.

The Indenture Trustee To Act On Instructions. Notwithstanding any provision herein to the contrary (other than Section 10.02), in the event the Indenture Trustee is 117 uncertain as to the intention or application of any provision of this Indenture or such intention or application is ambiguous as to its purpose or application, or is, or appears to be, in conflict with any other applicable provision hereof, or if this Indenture permits or does not prohibit any determination by the Indenture Trustee or is silent or incomplete as to the course of action which the Indenture Trustee is required or is permitted or may be permitted to take with respect to a particular set of facts or circumstances, the Indenture Trustee shall, at the expense of the Owner Trustee, request and rely upon the following: (i) written instructions of the Note Insurer or the Owner Trustee (with the prior written consent of the Note Insurer) directing the Indenture Trustee to take certain actions or refrain from taking certain actions, which written instructions shall contain a certification that the taking of such actions or refraining from taking certain actions is in the best interest of the Noteholders and the Note Insurer, (ii) a written statement from the Rating Agencies that the proposed action or inaction will not have an adverse effect on the ratings then assigned to the Class A Notes, and (iii) in the case of any Event of Servicing Default or any Event of Default and any remedy or proceeding relating thereto, and in the case of any other provision hereof or thereof under which the consent of the Note Insurer is required, the consent of the Note Insurer. In such case, the Indenture Trustee shall have no liability to the Owner Trustee, the Note Insurer or the Noteholders for, and the Owner Trustee and the Note Insurer hereby hold harmless the Indenture Trustee from, any liability, costs or expenses arising from or relating to any action taken by the Indenture Trustee acting upon such instructions, and the Indenture Trustee shall have no responsibility to the Noteholders with respect to any such liability, costs or expenses.

The Indenture Trustee To Act On Instructions. Notwithstanding any provision herein to the contrary (other than Section 10.02), in the event the Indenture Trustee is uncertain as to the intention or application of any provision of this Indenture or such intention or application is ambiguous as to its purpose or application, or is, or appears to be, in conflict with any other applicable provision hereof, or if this Indenture permits or does not prohibit any determination by the Indenture Trustee or is silent or incomplete as to the course of action which the Indenture Trustee is required or is permitted or may be permitted to take with respect to a particular set of facts or circumstances, the Indenture Trustee shall, at the expense of the Owner Trustee, request and rely upon the following: (i) written instructions of the Note Insurer or the Owner Trustee (with the prior written consent of the Note Insurer) directing the Indenture 107 Trustee to take certain actions or refrain from taking certain actions, which written instructions shall contain a certification that the taking of such actions or refraining from taking certain actions is in the best interest of the Noteholders and the Note Insurer, (ii) a written statement from the Rating Agencies that the proposed action or inaction will not have an adverse effect on the ratings then assigned to the Class A Notes, and (iii) in the case of any Event of Servicing Default or any Event of Default and any remedy or proceeding relating thereto, and in the case of any other provision hereof or thereof under which the consent of the Note Insurer is required, the consent of the Note Insurer. In such case, the Indenture Trustee shall have no liability to the Owner Trustee, the Note Insurer or the Noteholders for, and the Owner Trustee and the Note Insurer hereby hold harmless the Indenture Trustee from, any liability, costs or expenses arising from or relating to any action taken by the Indenture Trustee acting upon such instructions, and the Indenture Trustee shall have no responsibility to the Noteholders with respect to any such liability, costs or expenses.

The Indenture Trustee To Act On Instructions. Notwithstanding any provision herein to the contrary (other than Section 10.02), in the event the Indenture Trustee is uncertain as to the intention or application of any provision of this Indenture or such intention or application is ambiguous as to its purpose or application, or is, or appears to be, in conflict with any other applicable provision hereof, or if this Indenture permits or does not prohibit any determination by the Indenture Trustee or is silent or incomplete as to the course of action which the Indenture Trustee is required or is permitted or may be permitted to take with respect to a particular set of facts or circumstances, the Indenture Trustee shall, at the expense of the Owner Trustee, request and rely upon the following: (i) written instructions of the Note Insurer or the Owner Trustee (with the prior written consent of the Note Insurer) directing the Indenture Trustee to take certain actions or refrain from taking certain actions, which written instructions shall contain a certification that the taking of such actions or refraining from taking certain actions is in the best interest of the Noteholders and the Note Insurer, (ii) a written statement from the Rating Agencies that the proposed action or inaction will not have an adverse effect on the ratings then assigned to the Class A Notes, and (iii) in the case of any Event of Servicing Default or any Event of Default and any remedy or proceeding relating thereto, and in the case of any other 119 provision hereof or thereof under which the consent of the Note Insurer is required, the consent of the Note Insurer. In such case, the Indenture Trustee shall have no liability to the Owner Trustee, the Note Insurer or the Noteholders for, and the Owner Trustee and the Note Insurer hereby hold harmless the Indenture Trustee from, any liability, costs or expenses arising from or relating to any action taken by the Indenture Trustee acting upon such instructions, and the Indenture Trustee shall have no responsibility to the Noteholders with respect to any such liability, costs or expenses.

The Indenture Trustee To Act On Instructions. Notwithstanding any provision herein to the contrary (other than Section 10.02), in the event the Indenture Trustee is uncertain as to the intention or application of any provision of this Indenture or such intention or application is ambiguous as to its purpose or application, or is, or appears to be, in conflict with any other applicable provision hereof, or if this Indenture permits or does not prohibit any determination by the Indenture Trustee or is silent or incomplete as to the course of action which the Indenture Trustee is required or is permitted or may be permitted to take with respect to a particular set of facts or circumstances, the Indenture Trustee shall, at the expense of the Owner TrusteeIssuer, request and rely upon the following: (i) written instructions of the Note Insurer or the Owner Trustee Issuer (with the prior written consent of the Note Insurer) directing the Indenture Trustee to take certain actions or refrain from taking certain actions, which written instructions shall contain a certification that the taking of such actions or refraining from taking certain actions is in the best interest of the Noteholders and the Note Insurer, (ii) a written statement from the Rating Agencies that the proposed action or inaction will not have an adverse effect on the ratings then assigned to the Class A Notes, and (iii) in the case of any Event of Servicing Default or any Event of Default and any remedy or proceeding relating thereto, and in the case of any other provision hereof or thereof under which the consent of the Note Insurer is required, the consent of the Note Insurer. In such case, the Indenture Trustee shall have no liability to the Owner TrusteeIssuer, the Note Insurer or the Noteholders for, and and, the Owner Trustee Issuer and the Note Insurer hereby hold harmless the Indenture Trustee from, any liability, costs or expenses arising from or relating to any action taken by the Indenture Trustee acting upon such instructions, and the Indenture Trustee shall have no responsibility to the Noteholders with respect to any such liability, costs or expenses.