Action by Certificateholders Clause Samples
The "Action by Certificateholders" clause defines the rights and procedures by which holders of certificates, such as investors in a trust or securitization, can collectively take action regarding the administration or enforcement of the underlying agreement. Typically, this clause outlines the minimum percentage of certificateholders required to initiate actions, such as directing the trustee to pursue remedies or approve amendments. By establishing clear rules for collective action, the clause ensures that certificateholders have a structured way to protect their interests while preventing individual holders from acting unilaterally, thereby promoting coordinated decision-making and reducing the risk of conflicting actions.
Action by Certificateholders. (a) Except as otherwise specifically provided in this Agreement, whenever Certificateholder approval, authorization, direction, notice, consent, waiver, or other action is required under this Agreement, such approval, authorization, direction, notice, consent, waiver or other action shall be deemed to have been given or taken on behalf of, and shall be binding upon, all Certificateholders if agreed to by Certificateholders with aggregate Fractional Interests representing 51% or more of the Trust.
(b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by an instrument in writing executed in one or more counterparts signed by such Certificateholders in person or by an agent or attorney-in-fact duly appointed and authorized in writing, and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where required, to the Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 10.1) conclusive in favor of the Trustee, the Servicer, the Swap Provider and CFC, if made in the manner provided in this Section.
(c) The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient.
(d) Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every holder of Certificates issued upon the registration of transfer thereof or an exchange therefor or in lieu thereof, whether or not notation of such act is made upon such Certificate.
Action by Certificateholders with Respect to Certain ---------------------------------------------------- Matters. The Owner Trustee shall not have the power, except upon the direction ------- of the Controlling Party in accordance with the Basic Documents to (a) remove the Servicer under the Sale and Servicing Agreement pursuant to Section 8.1 thereof or (b) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholders or the Controlling Party, as the case may be, and the furnishing of indemnification satisfactory to the Owner Trustee by the Certificateholders.
Action by Certificateholders. Except as expressly provided in this Agreement, any action that may be taken by the Certificateholders under this Agreement shall require such action be taken by 662/3% of the Holders (by Percentage Interest) of each Class of Certificates.
Action by Certificateholders with Respect to --------------------------------------------------- Certain Matters. The Owner Trustee shall not have the power, ---------------- except upon the direction of the Certificateholders, to (a) remove the Servicer under the Servicing Agreement pursuant to Sections 7.01 and 8.05 thereof or (b) except as expressly provided in the Basic Documents, sell the Loans after the termination of the Indenture. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Certificateholders.
Action by Certificateholders with Respect to --------------------------------------------
Action by Certificateholders. 55 Section 8.3 Amendments............................................... 56 Section 8.4 Notices.................................................. 58 Section 8.5
Action by Certificateholders. Except as expressly ---------------------------- provided herein, any action that may be taken by the Certificateholders under this Agreement may be taken only by the Required Certificateholders. Any written notice of the Certificateholders delivered pursuant to this Agreement shall be effective only if signed by the Required Certificateholders.
Action by Certificateholders. 68 Section 12.5 Assignment or Delegation by the Servicer........................... 69 Section 12.6 Amendment.......................................................... 69 Section 12.7 Notices............................................................ 71 Section 12.8 Notices to Rating Agencies and Remarketing Agent................... 73 Section 12.9 Limitation on Rights of Certificateholders......................... 74 Section 12.10 Merger and Integration............................................. 74 Section 12.11
Action by Certificateholders with Respect to Certain ---------------------------------------------------- Matters. The Owner Trustee may not, except upon the occurrence of an Event of ------- Servicing Termination subsequent to the payment in full of the Notes and in accordance with the written direction of the Insurer, if no Insurer Default shall have occurred and be continuing, or, if an Insurer Default shall have occurred and be continuing, in accordance with the written direction of the Holders of Certificates evidencing not less than 51% of the Certificate Balance, (i) remove the Servicer pursuant to Article VIII of the Sale and Servicing Agreement, (ii) appoint a successor Servicer pursuant to Article VIII of the Sale and Servicing Agreement, (iii) remove the Administrator pursuant to Section 9 of the Administration Agreement, (iv) appoint a successor Administrator pursuant to Section 9 of the Administration Agreement or (v) sell the Receivables after the termination of the Indenture, except as expressly provided in the Transaction Documents.