Common use of Action Requiring Prior Notice Clause in Contracts

Action Requiring Prior Notice. For the following matters, the Owner Trustee may not take action unless (a) at least 30 days before taking the action, the Owner Trustee has notified the Indenture Trustee (who will notify the Noteholders), the holder of the Residual Interest and the Administrator (who will notify the Rating Agencies) of the proposed action and (b) the Indenture Trustee, acting on instruction of the Noteholders of a majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, the holder of the Residual Interest), has not notified the Owner Trustee before the 30th day after it receives notice that those Noteholders or the holder of the Residual Interest, as applicable, have withheld consent or given alternative direction: (i) starting or pursuing of a material Proceeding by the Issuer and the settlement of any material Proceeding brought by or against the Issuer; (ii) amending the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the holders of the Notes or the Residual Interest; (iii) appointing or engaging a successor Indenture Trustee under the Indenture or consenting to the assignment by the Indenture Trustee of its obligations under the Indenture or this Agreement; and (iv) directing the Administrator to take any of the actions described above.

Action Requiring Prior Notice. For the following matters, the Owner Trustee may not take action unless (a) at least 30 days before taking the action, the Owner Trustee has notified the Indenture Trustee (who will notify the Noteholders), the holder of the Residual Interest and the Administrator (who will notify the Rating Agencies) of the proposed action and (b) the Indenture Trustee, acting on instruction of the Noteholders of a majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, the holder of the Residual Interest), ) has not notified the Owner Trustee before the 30th day after it receives notice that those Noteholders or the holder of the Residual Interest, as applicable, have withheld consent or given alternative direction: (i) starting or pursuing of a material Proceeding by the Issuer and the settlement of any material Proceeding brought by or against the Issuer; (ii) amending the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the holders of the Notes or the Residual Interest; (iii) appointing or engaging a successor Indenture Trustee under the Indenture or consenting to the assignment by the Indenture Trustee of its obligations under the Indenture or this Agreement; and (iv) directing the Administrator to take any of the actions described above.

Action Requiring Prior Notice. For the following matters, the Owner Trustee may not take action unless (a) at least 30 thirty (30) days before taking the action, the Owner Trustee has notified the Indenture Trustee (who will notify the Noteholders), the holder of the Residual Interest Certificateholders and the Administrator (who will notify the Rating Agencies) of the proposed action and (b) neither (x) the Indenture Trustee, acting on instruction of the Noteholders of a majority of the Note Balance of the Controlling Class nor (or if no Notes are Outstanding, y) the holder of the Residual Interest), Class A Certificateholder has not notified the Owner Trustee before the 30th thirtieth (30th) day after it the Noteholders or the Class A Certificateholder receives notice pursuant to clause (a) above that those Noteholders or the holder of the Residual InterestCertificateholder, as applicable, have withheld consent or given alternative direction: (i) starting or pursuing of a material Proceeding by the Issuer and the settlement of any material Proceeding brought by or against the Issuer; (ii) amending the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the holders of the Notes or the Residual Equity Interest; (iii) appointing or engaging a successor Indenture Trustee under the Indenture or consenting to the assignment by the Indenture Trustee of its obligations under the Indenture or this Agreement; and; (iv) the amendment of the Indenture, whether or not by a supplemental Indenture, in circumstances where the consent of any Noteholder is required; (v) the amendment of the Indenture, whether or not by a supplemental Indenture, in circumstances where the consent of any Noteholder is not required but such amendment materially adversely affects the interest of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar, (ii) the appointment pursuant to this Agreement of a successor Trust Registrar or (iii) any consent by the Note Registrar, Indenture Trustee or Trust Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable; (vii) the amendment of the Transfer and Servicing Agreement in circumstances where the consent of any Noteholder is required; or (viii) directing the Administrator to take any of the actions described above.

Action Requiring Prior Notice. For the following matters, the Owner Trustee may not take action unless (a) at least 30 days before taking the action, the Owner Trustee has notified the Indenture Trustee (who will notify the Noteholders), the holder of the Residual Interest and the Administrator (who will notify the Rating Agencies) of the proposed action and (b) the Indenture Trustee, Trustee acting on instruction of the Noteholders of a majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, the holder of the Residual Interest), ) has not notified the Owner Trustee before the 30th day after it receives receipt of notice that those Noteholders the majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, the holder of the Residual Interest, as applicable, have ) has withheld consent or given alternative direction: (i) starting or pursuing of a material Proceeding by the Issuer and the settlement of any material Proceeding brought by or against the Issuer; (ii) amending the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the holders of the Notes or the Residual Interest; (iii) appointing or engaging a successor Indenture Trustee under the Indenture or consenting to the assignment by the Indenture Trustee of its obligations under the Indenture or this Agreement; and (iv) directing the Administrator to take any of the actions described above.

Action Requiring Prior Notice. For the following matters, the Owner Trustee may not take action unless (a) Trustee, at least 30 thirty (30) days before taking the any such action, the Owner Trustee has notified the Indenture Trustee (who will shall notify the Noteholders), the holder of the Residual Interest Certificateholders and the Administrator (who will notify the Rating Agencies, if any, and the Creditor Representatives (who will notify the Creditors)) of the proposed action. The Owner Trustee shall not take such action and if either (a) the Majority Creditor Representatives or their representative (or, with respect to clause (iv) below, the Creditor Representative for the Creditors required to consent) or (b) the Indenture Trustee, acting on instruction of the Noteholders of a majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, the holder of the Residual Interest), A Certificateholder has not notified the Owner Trustee before the 30th thirtieth (30th) day after it receives receiving notice pursuant to this Section 5.3 that those Noteholders the Majority Creditor Representatives (or, with respect to clause (iv) below, the Creditor Representative on behalf of the requisite percentage of Creditors required to consent) or the holder of the Residual InterestClass A Certificateholder, as applicable, have withheld consent or given alternative direction: (i) starting or pursuing of a material Proceeding by the Issuer Trust and the settlement of any material Proceeding brought by or against the IssuerTrust; (ii) amending the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the holders of the Notes Creditors or the Residual Equity Interest; (iii) appointing or engaging a successor Indenture Trustee under the Indenture Master Collateral Agent or consenting to the assignment by the Indenture Trustee Master Collateral Agent of its obligations under the Indenture Master Collateral Agreement or this Agreement; and; (iv) the amendment of any Trust Financing Agreement in circumstances where the consent of any related Creditors is required pursuant to the express terms thereof; (v) the amendment of any Trust Financing Agreement in circumstances where the consent of any related Creditor is not required pursuant to the express terms thereof; (vi) (i) the appointment pursuant to this Agreement of a successor Trust Registrar or (ii) any consent by the Master Collateral Agent, Trust Registrar or any Note or similar registrar under a Trust Financing Agreement, to the assignment of its respective obligations under the Master Collateral Agreement, this Agreement or the related Trust Financing Agreement, as applicable; (vii) the amendment of the Transfer and Servicing Agreement in circumstances where the consent of Majority Creditor Representatives of each Group adversely affected thereby is required pursuant to the express terms thereof; or (viii) directing the Administrator to take any of the actions described in this Section 5.3 above.

Action Requiring Prior Notice. For the following matters, the Owner Trustee may not take action unless (a) at least 30 days before taking the action, the Owner Trustee has notified the Indenture Trustee (who will notify the Noteholders), the holder of the Residual Interest and the Administrator (who will notify the Rating Agencies) of the proposed action and (b) the Indenture Trustee, acting on instruction of the Noteholders of a majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, the holder of the Residual Interest), ) has not notified the Owner Trustee before the 30th day after it receives notice that those Noteholders or the holder of the Residual Interest, as applicable, have has withheld consent or given alternative direction: (i) starting or pursuing of a material Proceeding by the Issuer and the settlement of any material Proceeding brought by or against the Issuer; (ii) amending the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the holders of the Notes or the Residual Interest; (iii) appointing or engaging a successor Indenture Trustee under the Indenture or consenting to the assignment by the Indenture Trustee of its obligations under the Indenture or this Agreement; and (iv) directing the Administrator to take any of the actions described above.

Action Requiring Prior Notice. For the following matters, the Owner Trustee may not take action unless (a) at least 30 days before taking the action, the Owner Trustee has notified the Indenture Trustee (who will notify the Noteholders), the holder of the Residual Interest and the Administrator (who will notify the Rating Agencies) of the proposed action and (b) the Indenture Trustee, Trustee acting on instruction of the Noteholders of a majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, the holder of the Residual Interest), ) has not notified the Owner Trustee before the 30th day after it receives notice that those Noteholders the Controlling Class or the holder of the Residual Interest, as applicable, have has withheld consent or given alternative direction: (i) starting or pursuing of a material Proceeding by the Issuer and the settlement of any material Proceeding brought by or against the Issuer; (ii) amending the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the holders of the Notes or the Residual Interest; (iii) appointing or engaging a successor Indenture Trustee under the Indenture or consenting to the assignment by the Indenture Trustee of its obligations under the Indenture or this Agreement; and (iv) directing the Administrator to take any of the actions described above.

Action Requiring Prior Notice. For the following matters, the Owner Trustee may not take action unless (a) at least 30 thirty (30) days before taking the action, the Owner Trustee has notified the Indenture Trustee (who will notify the Noteholders), the holder of the Residual Interest Certificateholders and the Administrator (who will notify the Rating Agencies) of the proposed action and (b) neither (x) the Indenture Trustee, acting on instruction of the Noteholders of a majority of the Note Balance of the Controlling Class nor (or if no Notes are Outstanding, y) the holder of the Residual Interest), Class A Certificateholder has not notified the Owner Trustee before the thirtieth ( 30th ) day after it the Noteholders or the Class A Certificateholder receives notice pursuant to clause (a) above that those Noteholders or the holder of the Residual InterestCertificateholder, as applicable, have withheld consent or given alternative direction: (i) starting or pursuing of a material Proceeding by the Issuer and the settlement of any material Proceeding brought by or against the Issuer; (ii) amending the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the holders of the Notes or the Residual Equity Interest; (iii) appointing or engaging a successor Indenture Trustee under the Indenture or consenting to the assignment by the Indenture Trustee of its obligations under the Indenture or this Agreement; and; (iv) the amendment of the Indenture, whether or not by a supplemental Indenture, in circumstances where the consent of any Noteholder is required; (v) the amendment of the Indenture, whether or not by a supplemental Indenture, in circumstances where the consent of any Noteholder is not required but such amendment materially adversely affects the interest of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar, (ii) the appointment pursuant to this Agreement of a successor Trust Registrar or (iii) any consent by the Note Registrar, Indenture Trustee or Trust Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable; (vii) the amendment of the Transfer and Servicing Agreement in circumstances where the consent of any Noteholder is required; or (viii) directing the Administrator to take any of the actions described above.

Action Requiring Prior Notice. For the following matters, the Owner Trustee may not take action unless (a) Trustee, at least 30 thirty (30) days before taking the any such action, the Owner Trustee has notified the Indenture Trustee (who will shall notify the Noteholders), the holder of the Residual Interest Certificateholders and the Administrator (who will notify the Rating Agencies, if any, and the Creditor Representatives (who will notify the Creditors)) of the proposed action. The Owner Trustee shall not take such action and if either (a) the Majority Creditor Representatives or their representative (or, with respect to clause (iv) below, the Creditor Representative for the Creditors required to consent) or (b) the Indenture Trustee, acting on instruction of the Noteholders of a majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, the holder of the Residual Interest), A Certificateholder has not notified the Owner Trustee before the 30th thirtieth (30th) day after it receives receiving notice pursuant to this Section 5.3 that those Noteholders the Majority Creditor Representatives (or, with respect to clause (iv) below, the Creditor Representative on behalf of the requisite percentage of Creditors required to consent) or the holder of the Residual InterestClass A Certificateholder, as applicable, have withheld consent or given alternative direction: (i) starting or pursuing of a material Proceeding by the Issuer Trust and the settlement of any material Proceeding brought by or against the IssuerTrust; (ii) amending the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the holders of the Notes Creditors or the Residual Equity Interest; (iii) appointing or engaging a successor Indenture Trustee under the Indenture Master Collateral Agent or consenting to the assignment by the Indenture Trustee Master Collateral Agent of its obligations under the Indenture Master Collateral Agreement or this Agreement; and; (iv) the amendment of any Trust Financing Agreement in circumstances where the consent of any related Creditors is required pursuant to the express terms thereof; (v) the amendment of any Trust Financing Agreement in circumstances where the consent of any related Creditor is not required pursuant to the express terms thereof; (i) the appointment pursuant to this Agreement of a successor Trust Registrar or (ii) any consent by the Master Collateral Agent, Trust Registrar or any Note or similar registrar under a Trust Financing Agreement, to the assignment of its respective obligations under the Master Collateral Agreement, this Agreement or the related Trust Financing Agreement, as applicable; (vii) the amendment of the Transfer and Servicing Agreement in circumstances where the consent of Majority Creditor Representatives of each Group adversely affected thereby is required pursuant to the express terms thereof; or (viii) directing the Administrator to take any of the actions described in this Section 5.3 above.

Action Requiring Prior Notice. For the following matters, the Owner Trustee may not take action unless (a) at least 30 thirty (30) days before taking the action, the Owner Trustee has notified the Indenture Trustee (who will notify the Noteholders), the holder of the Residual Interest Certificateholders and the Administrator (who will notify the Rating Agencies) of the proposed action and (b) neither (x) the Indenture Trustee, acting on instruction of the Noteholders of a majority of the Note Balance of the Controlling Class nor (or if no Notes are Outstanding, y) the holder of the Residual Interest), Class A Certificateholder has not notified the Owner Trustee before the 30th day after it the Noteholders or the Class A Certificateholder receives notice pursuant to clause (a) above that those Noteholders or the holder of the Residual InterestCertificateholder, as applicable, have withheld consent or given alternative direction: (i) starting or pursuing of a material Proceeding by the Issuer and the settlement of any material Proceeding brought by or against the Issuer; (ii) amending the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the holders of the Notes or the Residual Equity Interest; (iii) appointing or engaging a successor Indenture Trustee under the Indenture or consenting to the assignment by the Indenture Trustee of its obligations under the Indenture or this Agreement; and; (iv) the amendment of the Indenture, whether or not by a supplemental Indenture, in circumstances where the consent of any Noteholder is required; (v) the amendment of the Indenture, whether or not by a supplemental Indenture, in circumstances where the consent of any Noteholder is not required but such amendment materially adversely affects the interest of the Certificateholders; (i) the appointment pursuant to the Indenture of a successor Note Registrar, (ii) the appointment pursuant to this Agreement of a successor Trust Registrar or (iii) any consent by the Note Registrar, Indenture Trustee or Trust Registrar to the assignment of its respective obligations under the Indenture or this Agreement, as applicable; (vii) the amendment of the Transfer and Servicing Agreement in circumstances where the consent of any Noteholder is required; or (viii) directing the Administrator to take any of the actions described above.

Action Requiring Prior Notice. For the following matters, the Owner Trustee may not take action unless (a) at least 30 days before taking the action, the Owner Trustee has notified the Indenture Trustee (who will notify the Noteholders), the holder of the Residual Interest and the Administrator (who will notify the Rating Agencies) of the proposed action and (b) the Indenture Trustee, Trustee acting on instruction of the Noteholders of a majority of the Note Balance of the Controlling Class (or if no Notes are Outstanding, the holder of the Residual Interest), ) has not notified the Owner Trustee before the 30th day after it receives notice that those Noteholders or the holder of the Residual Interest, as applicable, have withheld consent or given alternative direction: (i) starting or pursuing of a material Proceeding by the Issuer and the settlement of any material Proceeding brought by or against the Issuer; (ii) amending the Certificate of Trust (unless the amendment is required to be filed under the Delaware Statutory Trust Act), except to correct an ambiguity or to amend or supplement it in a manner that would not materially adversely affect the interests of the holders of the Notes or the Residual Interest; (iii) appointing or engaging a successor Indenture Trustee under the Indenture or consenting to the assignment by the Indenture Trustee of its obligations under the Indenture or this Agreement; and (iv) directing the Administrator to take any of the actions described above.