Common use of Actions by the Trustee Clause in Contracts

Actions by the Trustee. SECTION 4.1. Prior Notice to Holder of the Transferor Certificate with Respect to Certain Matters. With respect to the following matters, the Trustee shall not take action unless, at least thirty (30) days before the taking of such action, the Trustee shall have notified the Holder of the Transferor Certificate in writing of the proposed action and the Holder of the Transferor Certificate shall not have notified the Trustee in writing prior to the thirtieth (30th) day after such notice is given that the Holder of the Transferor Certificate withheld consent or shall not have provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Estate) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Estate); (b) the election by the Trust to file an amendment to the Certificate of Trust; (c) the amendment of the Indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interest of the Holder of the Transferor Certificate; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner, or add any provision, that would not materially and adversely affect the interests of the Holder of the Transferor Certificate; or Amended and Restated Trust Agreement (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable. SECTION 4.2. Action by the Holder of the Transferor Certificate with Respect to Certain Matters. The Trustee shall not have the power, except upon the direction of the Holder of the Transferor Certificate, to: (a) remove the Administrator under the Administration Agreement, (b) appoint a successor Administrator, or (c) except as expressly provided in the Related Documents, sell the Transferred Receivables after the termination of the Indenture. The Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Holder of the Transferor Certificate. SECTION 4.3. Action by the Holder of the Transferor Certificate with Respect to Bankruptcy. The Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Holder of the Transferor Certificate and the delivery to the Trustee by the Holder of a Transferor Certificate of a certificate certifying that the Holder of the Transferor Certificate reasonably believes that the Trust is insolvent.

Actions by the Trustee. SECTION 4.1. Prior Notice to Holder of the Transferor Certificate with Respect to Certain Matters. With respect to the following matters, the Trustee shall not take action unless, at least thirty (30) days before the taking of such action, the Trustee shall have notified the Holder of the Transferor Certificate in writing of the proposed action and the Holder of the Transferor Certificate shall not have notified the Trustee in writing prior to the thirtieth (30th) day after such notice is given that the Holder of the Transferor Certificate withheld consent or shall not have provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Trust Estate) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of Trust Estate); (b) the election by the Trust to file an amendment to the Certificate of TrustTrust unless such amendment is required under the Trust Statute; (c) the amendment of the Indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture in circumstances where the consent of any Noteholder is not required and such amendment materially and adversely affects the interest of the Holder of the Transferor Certificate; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner, or add any provision, that would not materially and adversely affect the interests of the Holder of the Transferor Certificate; or Amended and Restated Trust Agreementor (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture or this Agreement, as applicable. SECTION 4.2. Action by the Holder of the Transferor Certificate with Respect to Certain Matters. The Trustee shall not have the power, except upon the direction of the Holder of the Transferor Certificate, to: (a) remove the Administrator under the Administration Agreement, (b) appoint a successor Administrator, or (c) except as expressly provided in the Related Documents, sell the Transferred Receivables after the termination of the Indenture. The Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Holder of the Transferor Certificate. SECTION 4.3. Action by the Holder of the Transferor Certificate with Respect to Bankruptcy. The Trustee shall not have the power to commence a voluntary proceeding in bankruptcy relating to the Trust without the prior approval of the Holder of the Transferor Certificate and the delivery to the Trustee by the Holder of a Transferor Certificate of a certificate certifying that the Holder of the Transferor Certificate reasonably believes that the Trust is insolvent.