Kapoor Trust Waiver. The Company shall have received a waiver, the form and substance of which shall be reasonably satisfactory to Investor, from the Kapoor Trust to this Agreement and the transactions contemplated hereby.
Kapoor Trust Waiver Sample Clauses
Related to Kapoor Trust Waiver
Trust Waiver Prospect’s initial public offering was consummated on November 14, 2007 as a result of which it received net proceeds of $247 million which are held in a trust fund established by Prospect for the benefit of its public stockholders (the “Trust Fund”). The Trust Fund is invested in U.S. government securities in a trust account at JPMorgan Chase Bank, NA and held in trust by Continental Stock Transfer & Trust Company (the “Trustee”) pursuant to the Investment Management Trust Account Agreement, dated as of November 14, 2007 (the “Trust Agreement”), between Prospect and Trustee. Seller understands that, except for a portion of the interest earned on the amounts held in the Trust Fund, Prospect may disburse monies from the Trust Fund only: (a) to Prospect in limited amounts from time to time (and in no event more than $2,750,000 in total) in order to permit Prospect to pay its operating expenses; (b) if Prospect completes a Business Combination, to certain dissenting public stockholders, to the underwriters in the amount of underwriting discounts and commissions they earned in the IPO but whose payment they have deferred, and then to Prospect; and (c) if Prospect fails to complete a Business Combination within the allotted time period and liquidates, subject to the terms of the Trust Agreement, to Prospect in limited amounts to permit Prospect to pay the costs and expenses of its liquidation and dissolution, and then to Prospect’s public stockholders (as such term is defined in the Trust Agreement). Seller agrees that it does not now have, and shall not at any time have, other than with respect to the Aggregate Purchase Price to be paid to Seller in connection with this Agreement, any claim to, or make any claim against, the Trust Fund or any asset contained therein, regardless of whether such claim arises as a result of, in connection with or relating in any way to, the business relationship between Seller, on the one hand, and Prospect, on the other hand, this Agreement, or any other agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Seller hereby irrevocably waives any and all claims it may have, now or in the future (in each case, however, prior to the consummation of a Business Combination), and will not seek recourse against, the Trust Fund for any reason whatsoever in respect thereof. In the event Seller commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to Prospect, which proceeding seeks, in whole or in part, relief against the Trust Fund or the public stockholders of Prospect, whether in the form of money damages or injunctive relief, Prospect shall be entitled to recover from Seller the associated legal fees and costs in connection with any such action.
Optional Purchase of All Trust Student Loans The Administrator shall notify the Servicer, the Depositor, the Issuer and the Indenture Trustee in writing, within 15 days after the last day of any Collection Period as of which the then outstanding Pool Balance is 12% or less of the Initial Pool Balance. The Indenture Trustee shall promptly forward a copy of such notice to each Noteholder of record. As of the last day of any Collection Period immediately preceding a Distribution Date as of which the then outstanding Pool Balance is 10% or less of the Initial Pool Balance, the Eligible Lender Trustee on behalf and at the direction of the Servicer, or any other “eligible lender” (within the meaning of the Higher Education Act) designated by the Servicer in writing to the Eligible Lender Trustee and the Indenture Trustee, shall have the option to purchase the Trust Estate, other than the Trust Accounts. To exercise such option, the Servicer shall deposit, pursuant to Section 2.6 above in the Collection Account an amount equal to the aggregate Purchase Amount for the Trust Student Loans plus an amount equal to all net forfeited Interest Subsidy Payments and Special Allowance Payments with respect to the Trust Student Loans (to the extent not included in the calculation of the Purchase Amount) and the related rights with respect thereto, plus the appraised value of any such other property held by the Trust other than the Trust Accounts, such value to be determined by an appraiser mutually agreed upon by the Servicer, the Eligible Lender Trustee and the Indenture Trustee, and shall succeed to all interests in and to the Trust; provided, however, that the Servicer may not effect such purchase if such aggregate Purchase Amounts do not equal or exceed the Minimum Purchase Amount plus any Carryover Servicing Fees. In the event the Servicer fails to notify the Eligible Lender Trustee and the Indenture Trustee in writing prior to the acceptance by the Indenture Trustee of a bid to purchase the Trust Estate pursuant to Section 4.4 of the Indenture that the Servicer intends to exercise its option to purchase the Trust Estate, the Servicer shall be deemed to have waived its option to purchase the Trust Estate as long as the Servicer has received five Business Days’ notice from the Indenture Trustee as provided in Section 4.4 of the Indenture.
Trust Account Waiver The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.
Collateral Trust Agreement This Article 12 and the provisions of each other Security Document are subject to the terms, conditions and benefits set forth in the Collateral Trust Agreement. The Company consents to, and agrees to be bound by, the terms of the Collateral Trust Agreement, as the same may be in effect from time to time, and to perform its obligations thereunder in accordance with the terms therewith.
The Trust Agreement The Trust Agreement has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.
Investment Management Trust Agreement The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private Placement substantially in the form filed as an exhibit to the Registration Statement.
Delaware Trust Opinion The Representatives will have received an opinion addressed to the Representatives, the Depositors and Ford Credit of Xxxxxxxx, Xxxxxx & Finger P.A. (or such other counsel satisfactory to the Representatives in their reasonable judgment), counsel to the Trust, dated the Closing Date and satisfactory in form and substance to the Representatives and their counsel, addressing such matters as the Representatives may request and substantially to the effect that:
of the Trust Agreement Subject to the terms of the Trust Agreement, the principal payable on this Class E Certificate shall be paid on each Payment Date during the term of the Trust Agreement, beginning on the Initial Payment Date. All payments of principal with respect to all of the Class E Certificates of a Series shall be made on a pro rata basis based upon the ratio that the Outstanding Principal Amount of a Class E Certificate bears to the Outstanding Principal Amount of all Class E Certificates of such Series; provided that, i -------- as a result of such proration a portion of such principal would be less than $0.01, then such payment shall be reduced to the nearest whole cent. In addition, the Certificate Prepayment Fee Amount, if any, shall be distributed on each Payment Date to the Holders of the Class E Certificates to the extent such Class is receiving a distribution of Prepaid Principal Amount on such date. All payments of Certificate Prepayment Fee Amounts with respect to the Class E Certificates shall be made prorata based upon the ratio of the Outstanding Principal Amount of this Certificate to the Outstanding Principal Amount of Class E Certificates of this Series, provided that if as a result of such proration, a portion of such payment would be less than $0.01, then such payment shall be reduce to the nearest whole cent. The interest and principal so payable on any Payment Date will, as provided in the Trust Agreement, be paid to the Person in whose name this Certificate is registered on the Record Date for such Payment Date, which shall be the close of business on the last day of the month prior to such Payment Date (whether or not a Business Day). The principal and interest on this Certificate are payable by wire transfer in immediately available funds to the account specified in writing to the Trustee by the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register received at least five (5) Business Days prior to the Record Date for the Payment Date (or if no such account is specified or if such wire fails, by check mailed by first-class mail to the Person whose name appears as the Registered Holder of this Certificate on the Certificate Register at the address of such Person as it appears on the Certificate Register), in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. Funds represented by checks returned undelivered will be held for payment to the Person entitled thereto, subject to the terms of the Trust Agreement, at the office or agency in the United States of America designated as such by the Depositor for such purpose pursuant to the Trust Agreement. The Depositor has structured the Trust Agreement and the Certificates with the intention that the Trust be treated as a partnership, with the assets of the partnership including all of the assets of the Trust Estate and the partners of the partnership being all of the Certificateholders and the Depositor. The Depositor, the Trustee, the Servicer and each Certificateholder, by acceptance of its Certificate (and any Person that is a beneficial owner of any interest in a Certificate, by virtue of such Person's acquisition of a beneficial interest therein), agree to report the transactions contemplated thereby in accordance with such stated intentions unless and until determined to the contrary by an applicable taxing authority. The property of the Trust Estate includes certain Loan Assets and certain other assets described in the Trust Agreement. The Class E Certificates of the 1999-1 Series and all other Series of Class E Certificates issued under the Trust Agreement are generally payable out of the Trust Estate pari passu among such Class E Certificateholders equally and ratably without prejudice, priority or distinction between any Class E Certificate by reason of time of issue or otherwise. The Class E Certificates are payable only out of the Trust Estate and do not represent recourse obligations of the Depositor, Allegiance Capital, LLC or any of their respective affiliates or successors. The Trust Agreement pursuant to which this Class E Certificate is issued also provides for the issuance of other Classes and Series of Certificates from time to time. Payments of interest on the Class E Certificates are senior to such payments on other Classes having a lower credit rating from the Rating Agency and are subordinate to payments of interest on any Classes having a higher credit rating form the Rating Agency. Payments of principal in the Class E Certificates are senior to payments of principal on other classes having a lower credit rating from the Rating Agency and are subordinate to such payments on any Class having a higher credit rating from the Rating Agency. Unless the Depositor exercises its Optional Termination rights, the Certificates are payable only at the time and in the manner provided in the Trust Agreement and are not redeemable or prepayable at the option of the Depositor before such time. As provided in the Trust Agreement and subject to certain limitations therein set forth, the transfer of this Certificate may be registered on the Certificate Register of the Depositor upon surrender of this Certificate for registration of transfer at the office or agency of the Depositor in the United States of America maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form reasonably satisfactory to the Depositor and the Trustee and duly executed by the holder hereof or his attorney duly authorized in writing, and thereupon one or more new Class E Certificates of authorized denominations and for the same initial aggregate principal amount will be issued to the designated transferees. Prior to due presentment for registration of transfer of this Certificate, the Depositor, the Trustee and any agent of the Depositor or the Trustee shall treat the Person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whether or not this Certificate be overdue, and neither the Depositor, the Trustee, nor any such agent shall be affected by notice to the contrary. The Holder of this Certificate, by acceptance of this Certificate, agrees that for one year and one day after it has been paid hereunder, it or any Affiliate thereof will not (without the consent of Holders holding at least 51% of all Rated Certificates, by Outstanding Principal Amount) file any involuntary petition or otherwise institute any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceeding under any federal or state bankruptcy or similar law against the Depositor. The Trust Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Depositor and the rights of the Holders of the Certificates under the Trust Agreement at any time by the Depositor, the Trustee and the Servicer without the consent of the Holders of the Certificates. The Certificates are issuable only in registered form without coupons in such authorized denominations as provided in the Trust Agreement and subject to certain limitations therein set forth. This Class E Certificate and the Trust Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles. No reference herein to the Trust Agreement and no provision of this Class E Certificate or of the Trust Agreement shall alter or impair the obligation of the Trust Estate to pay the principal of and interest on this Class E Certificate, but solely from the assets of the Trust Estate at the times, place and rate, and in the coin or currency, herein prescribed.
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.
Successor Trustees Trustee may resign by the giving of notice of such resignation in writing or verbally to Beneficiary. If Trustee shall die, resign or become disqualified from acting in the execution of this trust, or if, for any reason, Beneficiary shall prefer to appoint a substitute trustee or multiple substitute trustees, or successive substitute trustees or successive multiple substitute trustees, to act instead of the aforenamed Trustee, Beneficiary shall have full power to appoint a substitute trustee (or, if preferred, multiple substitute trustees) in succession who shall succeed (and if multiple substitute trustees are appointed, each of such multiple substitute trustees shall succeed) to all the estates, rights, powers and duties of the aforenamed Trustee. Such appointment may be executed by any authorized agent of Beneficiary, and if such Beneficiary be a corporation and such appointment be executed in its behalf by any officer of such corporation, such appointment shall be conclusively presumed to be executed with authority and shall be valid and sufficient without proof of any action by the board of directors or any superior officer of the corporation. Grantor hereby ratifies and confirms any and all acts which the aforenamed Trustee, or Trustee’s successor or successors in this trust, shall do lawfully by virtue hereof. If multiple substitute trustees are appointed, each of such multiple substitute trustees shall be empowered and authorized to act alone without the necessity of the joinder of the other multiple substitute trustees, whenever any action or undertaking of such substitute trustees is requested or required under or pursuant to this Deed of Trust or applicable law.
