Changes to the Noteholder Sample Clauses

Changes to the Noteholder. 5.1 Subject to this Clause, a Noteholder (the “Existing Noteholder”) may not, in any event, transfer or assign this Promissory Note or its right to receive payments under this Note, to another person (the “New Noteholder”), unless the Existing Noteholder is unable to fulfil the terms of this Note due to: (a) death, in which case this Note will be transferred or assigned by will or probate, or by operation of law; or (b) incapacitation, in which case this Note will be transferred or assigned in accordance with the Mental Capacity Act (Cap. 177A) or any other applicable law in Singapore. 5.2 The conditions of the assignment are as follows. (a) If a transfer or assignment occurs in accordance with Condition 5, the Fund will be obliged to fulfil its payment obligations to the New Noteholder as a result of circumstances, then the New Noteholder or Noteholder is only entitled to receive payment under those Clauses to the same extent as the Existing Noteholder or Noteholder would have been entitled if the assignment or change had not occurred. (b) Any costs or expenses (including legal fees) incurred by a Noteholder in connection with effecting an assignment shall not be borne by the Fund. 5.3 Unless expressly agreed to the contrary, the Fund, an Existing Noteholder and/or Noteholder makes no representation or warranty and assumes no responsibility to a New Noteholder for: (a) the legality, validity, effectiveness, adequacy or enforceability of the Promissory Note or any other documents; (b) the accuracy of any statements (whether written or oral) made in or in connection with the Note, and any representations or warranties implied by law are excluded. 5.4 Upon assignment of this Note, each New Noteholder confirms to the Fund and other noteholders that it: (a) has received and reviewed a copy each of the information memorandum and its supplements in respect of the Fund and has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs any of the entities in connection with its participation in this Note and has not relied exclusively on any information provided to it in connection with this Note; and (b) shall assume all rights of the Existing Noteholder as if the New Noteholder had been the original Noteholder and be bound by all provisions of this Note but shall not assume any obligations of the Existing Noteholder.
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Related to Changes to the Noteholder

  • Action by or Consent of Noteholders and Certificateholder Whenever any provision of this Agreement refers to action to be taken, or consented to, by the Noteholders or the Certificateholder, such provision shall be deemed to refer to the Noteholders or the Certificateholder, as the case may be, of record as of the Record Date immediately preceding the date on which such action is to be taken, or consent given, by Noteholders or the Certificateholder. Solely for the purposes of any action to be taken, or consented to, by Noteholders or the Certificateholder, any Note or the Certificate registered in the name of the Seller or any Affiliate thereof shall be deemed not to be outstanding; provided, however, that, solely for the purpose of determining whether the Trustee or the Trust Collateral Agent is entitled to rely upon any such action or consent, only Notes or the Certificate which the Owner Trustee or a Responsible Officer of the Trustee or the Trust Collateral Agent, respectively, has actual knowledge is so owned shall be so disregarded.

  • Notification to Noteholders and Certificateholders Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VII, the Indenture Trustee shall give prompt written notice thereof to the Noteholders and the Depositor, who promptly shall provide such notice to the Rating Agencies, and the Owner Trustee shall give prompt written notice thereof to the Certificateholders.

  • Notices to Noteholders; Waiver Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class, postage prepaid to each Noteholder affected by such event, at such Holder’s address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner herein provided shall conclusively be presumed to have been duly given. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such a waiver. In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving of such notice. Where this Indenture provides for notice to the Rating Agencies, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default.

  • Notification to Noteholders Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article VII, the Indenture Trustee (or the Relevant Trustee if no Notes are Outstanding) will give prompt written notice thereof to the Owner Trustee, the Issuer, the Administrator, the Asset Representations Reviewer and to the Noteholders and the Certificateholders at their respective addresses of record.

  • Ratification of Base Indenture The Base Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided.

  • Statements to Noteholders and Certificateholders On or prior to the close of business on each Payment Determination Date, the Servicer shall provide to the Indenture Trustee (with a copy to the Rating Agencies) for the Indenture Trustee to post on its internet website pursuant to Section 6.06 of the Indenture, the Servicer’s Certificate substantially in the form of Exhibit B, setting forth at least the following information as to the Notes, to the extent applicable: (a) the amount of such distribution allocable to principal allocable to each Class of Notes; (b) the amount of such distribution allocable to interest allocable to each Class of Notes; (c) the Outstanding Amount of each Class of Notes and the Note Pool Factor for each such Class as of the close of business on the last day of the preceding Collection Period; (d) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period, the amount of any unpaid Servicing Fee and the change in such amount from the prior Payment Date; (e) the balance of the Reserve Account on such Payment Determination Date before and after giving effect to deposits and withdrawals to be made on the immediate following Payment Date, if any; (f) the amount, if any, distributed to Noteholders and Certificateholders from amounts on deposit in the Reserve Account or from other forms of credit enhancement; (g) the Pool Balance as of the close of business on the last day of the related Collection Period, before and after giving effect to payments allocated to principal reported under clause (a) above; (h) the Class A Noteholders’ Interest Carryover Shortfall; (i) the Class B Noteholders’ Interest Carryover Shortfall; (j) the Class C Noteholders’ Interest Carryover Shortfall; (k) the number of Receivables purchased by, and the aggregate Purchase Amount paid by, World Omni or the Servicer with respect to the related Collection Period; (l) delinquency information relating to the Receivables which has a payment of more than $40 that is more than 30, 60, 90 or 120 days delinquent; (m) the aggregate amount of Receivables which have become Defaulted Receivables during the preceding Collection Period; (n) the amount, if any, distributed to the Certificateholders; (o) the Noteholders’ First Priority Principal Distributable Amount; (p) the Noteholders’ Second Priority Principal Distributable Amount; (q) the Noteholders’ Third Priority Principal Distributable Amount; (r) the Noteholders’ Principal Distributable Amount; (s) the Overcollateralization Target Amount for the immediately following Payment Date; (t) the number and dollar amount of Receivables at the beginning and end of the applicable Collection Period, and the weighted average Contract Rate and weighted average remaining term of the Receivables held by the Trust; (u) delinquency and loss information for the applicable Collection Period and any material changes in determining or defining delinquencies, charge-offs and uncollectible accounts; (v) material breaches of pool asset representations and warranties or transaction covenants; (w) any material modifications, extensions or waivers relating to the terms of or fees, penalties or payments on, pool assets during the distribution period or that, cumulatively, have become material over time; (x) the Yield Supplement Overcollateralization Amount for the related Payment Date; (y) a material change in World Omni or the Depositor’s retained interest in the Notes or Certificates; (z) the Interest Rate (including the SOFR Rate or the then-current Benchmark, as applicable) for each Class of Notes for the related Payment Date; and (aa) any SOFR Adjustment Conforming Changes or Benchmark Replacement Conforming Changes. Each amount set forth on the Servicer’s Certificate under clauses (a), (b), (h), (i), (j), (o), (p), (q) and (r) above shall be expressed as a dollar amount per $1,000 of original principal amount of a Note. Deliveries pursuant to this Section 5.08 may be delivered by electronic mail. Upon determination by the Administrator (on behalf of the Issuing Entity) of a Benchmark Replacement or the making of any Benchmark Replacement Conforming Changes, the Administrator shall also cause the Servicer to include any information regarding the Unadjusted Benchmark Replacement, the Benchmark Replacement Adjustment and such Benchmark Replacement Conforming Changes, or SOFR Adjustment Conforming Changes provided by the Administrator (on behalf of the Issuing Entity).

  • Ratification of Original Indenture The Original Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Original Indenture in the manner and to the extent herein and therein provided. For the avoidance of doubt, each of the Company and each Holder of the Notes, by its acceptance of such Notes, acknowledges and agrees that all of the rights, privileges, protections, immunities and benefits afforded to the Trustee and the Paying Agent under the Original Indenture are deemed to be incorporated herein, and shall be enforceable by the Trustee and the Paying Agent hereunder, as if set forth herein in full. U.S. Bank National Association hereby accepts the trusts in this Supplemental Indenture declared and provided, upon the terms and conditions herein above set forth.

  • Right of Certificateholders to Receive Payments Not to Be Impaired Anything in this Trust Agreement to the contrary notwithstanding, the right of any Certificateholder to receive distributions of payments required pursuant to Section 4.01 hereof on the Certificates when due, or to institute suit for enforcement of any such payment on or after the applicable Distribution Date or other date specified herein for the making of such payment, shall not be impaired or affected without the consent of such Certificateholder.

  • Designation of the Trust, the Notes, the Funding Agreement and the Guarantee The Trust created by the Trust Agreement and referred to in the Indenture is the Principal Life Income Fundings Trust specified in the Omnibus Instrument. The Notes issued by the Trust and governed by the Indenture shall be the Notes specified in the Pricing Supplement. The Funding Agreement designated hereby is the Funding Agreement designated in the Pricing Supplement dated as of the Original Issue Date between the Trust and Principal Life. The Guarantee designated hereby is the Guarantee dated as of the Original Issue Date of PFG.

  • Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders If and so long as the Indenture Trustee is not the Note Registrar, the Issuer shall furnish or cause to be furnished to the Indenture Trustee (i) not more than five (5) days after each Record Date, a list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of the Holders of Notes as of such Record Date and (ii) at such other times as the Indenture Trustee may request in writing, within thirty (30) days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten (10) days prior to the time such list is furnished; provided, however, that, with respect to Notes issued as Book-Entry Notes, no such list shall be required to be furnished.

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