Noteholder Rights Sample Clauses

Noteholder Rights. Each Holder of Notes by the acceptance of its Note agrees that, so long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing, the Insurer shall be treated by the Issuer, the Seller, the Depositor, the Servicers, the Servicer, the Owner Trustee and the Indenture Trustee as if the Insurer were the Holder of the Notes for the purpose of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holder of Notes hereunder without any further consent of the Holder of Notes. So long as the Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing, the Holders of Notes may only exercise such rights with the consent of the Insurer.
Sample 1Sample 2
AutoNDA by SimpleDocs
Noteholder Rights. Each Holder of Class A Notes by the acceptance of its Class A Note agrees that, so long as no Insurer Default has occurred and is continuing, the Insurer shall be treated by the Issuer, the Seller, the Depositor, the Servicers, the Master Servicer, the Owner Trustee and the Indenture Trustee as if the Insurer were the Holder of the Class A Notes for the purpose of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holder of Class A Notes hereunder without any further consent of the Holder of Class A Notes. So long as no Insurer Default has occurred and is continuing, the Holders of Class A Notes may only exercise such rights with the consent of the Insurer.
Sample 1Sample 2
Noteholder Rights. Each Noteholder by the acceptance of its Note agrees that, so long as no Insurer Default has occurred and is continuing, the Insurer shall be treated by the Issuer, the Seller, the Sponsor, the Servicer, the Owner Trustee and the Indenture Trustee as if the Insurer were the Holder of the Note for the purpose of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Noteholder hereunder without any further consent of the Noteholder. So long as no Insurer Default has occurred and is continuing, the Noteholders may only exercise such rights with the consent of the Insurer.
Sample 1
Noteholder Rights. Each Holder of Class A Notes by the acceptance of its Class A Note agrees that, so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing, the Insurer shall be treated by the Issuer, the Seller, the Depositor, the Servicers, the Servicer, the Owner Trustee and the Indenture Trustee as if the Insurer were the Holder of the Class A Notes for the purpose of the giving of any consent, the making of any direction or the
Sample 1
Noteholder Rights. Each Holder of Class A Notes by the acceptance of its Class A Note agrees that, so long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing, the Insurer shall be treated by the Issuer, the Seller, the Depositor, the Servicers, the Servicer, the Owner Trustee and the Indenture Trustee as if the Insurer were the Holder of the Class A Notes for the purpose of the giving of any consent, the making of any direction or the exercise of any voting or other control rights otherwise given to the Holder of Class A Notes hereunder without any further consent of the Holder of Class A Notes. So long as the Class A Notes are Outstanding or any Reimbursement Amounts remain due and owing to the Insurer and no Insurer Default has occurred and is continuing, the Holders of Class A Notes may only exercise such rights with the consent of the Insurer.
Sample 1
Noteholder Rights 
Sample 1Sample 2

Related to Noteholder Rights

  • Noteholder Consent For any amendment to this Agreement or any other Transaction Document requiring the consent of the Noteholders, the Owner Trustee will notify the Indenture Trustee to request consent from the Noteholders and follow its reasonable procedures to obtain consent.

  • 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.

  • Noteholders Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

  • 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.

  • Restrictions on Certificateholders’ Power The Certificateholders shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Trust Agreement or any of the Basic Documents or would be contrary to Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given.

  • Purchase Rights of Certificateholders (a) At any time after the occurrence and during the continuation of a Triggering Event, each Applicable Certificateholder and Class C-1 Certificateholder (each, a "CLASS C CERTIFICATEHOLDER") shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of the Class A-1 Certificates pursuant to the Class A-2 Trust Agreement or any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement) to purchase, for the purchase prices set forth in the Class A-1 Trust Agreement, the Class A-2 Trust Agreement and the Class B Trust Agreement, respectively, all, but not less than all, of the Class A-1 Certificates, the Class A-2 Certificates and the Class B Certificates upon ten days' written notice to the Class A-1 Trustee, the Class A-2 Trustee, the Class B Trustee and (x) if such purchasing Class C Certificateholder is an Applicable Certificateholder, each other Applicable Certificateholder and either (I) if the Class C-1 Trustee shall have made a current list of Class C-1 Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Class C-1 Certificateholder, or (II) if clause (I) is not applicable, the Class C-1 Trustee, or (y) if such purchasing Class C Certificateholder is a Class C-1 Certificateholder, each other Class C-1 Certificateholder and either (I) if the Trustee shall have made a current list of Applicable Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Applicable Certificateholder, or (II) if clause (I) is not applicable, the Trustee, PROVIDED that (i) if prior to the end of such ten-day period any other Class C Certificateholder notifies such purchasing Class C Certificateholder that such other Class C Certificateholder wants to participate in such purchase, then such other Class C Certificateholder may join with the purchasing Class C Certificateholder to purchase all, but not less than all, of the Class A-1 Certificates, the Class A-2 Certificates and the Class B Certificates pro rata based on the Class C Fractional Undivided Interest held by each such Class C Certificateholder and (ii) if prior to the end of such ten-day period any other Class C Certificateholder fails to notify the purchasing Class C Certificateholder of such other Class C Certificateholder's desire to participate in such a purchase, then such other Class C Certificateholder shall lose its right to purchase the Class A-1 Certificates, the Class A-2 Certificates and the Class B Certificates pursuant to this Section 4.01(a). After the occurrence and during the continuation of a Triggering Event, the Trustee either shall comply with any request of a Class C-1 Certificateholder for a current list of Applicable Certificateholders or shall forthwith notify each Applicable Certificateholder of any notice received by it from any Class C-1 Certificateholder of its exercise of its rights under the Agreement and the Other Agreements to purchase the Class A-1 Certificates, the Class A-2 Certificates and the Class B Certificates. (b) At any time after the occurrence and during the continuation of a Triggering Event, if the Class C-1 Trustee is then the Controlling Party, each Applicable Certificateholder shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of the Class A-1 Certificates pursuant to the Class A-2 Trust Agreement, any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement or any purchase of Certificates pursuant to clause (a) above) to purchase, for the purchase price set forth in the Class C-1 Trust Agreement, all, but not less than all, of the Class C-1 Certificates upon ten days' written notice to the Class C-1 Trustee and each other Applicable Certificateholder, PROVIDED that (i) if prior to the end of such ten-day period any other Applicable Certificateholder notifies such purchasing Applicable Certificateholder that such other Applicable Certificateholder wants to participate in such purchase, then such other Applicable Certificateholder may join with the purchasing Applicable Certificateholder to purchase all, but not less than all, of the Class C-1 Certificates pro rata based on the Fractional Undivided Interest in the Applicable Trust held by each such Applicable Certificateholder and (ii) if prior to the end of such ten-day period any other Applicable Certificateholder fails to notify the purchasing Applicable Certificateholder of such other Applicable Certificateholder's desire to participate in such a purchase, then such other Applicable Certificateholder shall lose its right to purchase the Class C-1 Certificates pursuant to this Section 4.01(b). (c) By acceptance of its Applicable Certificate, each Applicable Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, (i) if the Trustee is then the Controlling Party, each Class C-1 Certificateholder shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of the Class A-1 Certificates pursuant to the Class A-2 Trust Agreement, any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement or any purchase of Certificates pursuant to clause (a) above) to purchase all, but not less than all, of the Applicable Certificates upon ten days' written notice to the Trustee and each other Class C-1 Certificateholder, PROVIDED that (A) if prior to the end of such ten-day period any other Class C-1 Certificateholder notifies such purchasing Class C-1 Certificateholder that such other Class C-1 Certificateholder wants to participate in such purchase, then such other Class C-1 Certificateholder may join with the purchasing Class C-1 Certificateholder to purchase all, but not less than all, of the Applicable Certificates pro rata based on the Fractional Undivided Interest in the Class C-1 Trust held by each such Class C-1 Certificateholder and (B) if prior to the end of such ten-day period any other Class C-1 Certificateholder fails to notify the purchasing Class C-1 Certificateholder of such other Class C-1 Certificateholder's desire to participate in such a purchase, then such other Class C-1 Certificateholder shall lose its right to purchase the Applicable Certificates pursuant to this Section 4.01(c); and (ii) each holder of a Class D Certificate (a "CLASS D CERTIFICATEHOLDER") shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of the Class A-1 Certificates pursuant to the Class A-2 Trust Agreement, any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement or any purchase of Certificates pursuant to clause (a), (b) or (c)(i) above) to purchase all, but not less than all, of the Class A-1 Certificates, the Class A-2 Certificates, the Class B Certificates, the Class C-1 Certificates and the Applicable Certificates upon ten days' written notice to the Class A-1 Trustee, the Class A-2 Trustee, the Class B Trustee, the Class C-1 Trustee, the Trustee and each other Class D Certificateholder, PROVIDED that (A) if prior to the end of such ten-day period any other Class D Certificateholder notifies such purchasing Class D Certificateholder that such other Class D Certificateholder wants to participate in such purchase, then such other Class D Certificateholder may join with the purchasing Class D Certificateholder to purchase all, but not less than all, of the Class A-1 Certificates, the Class A-2 Certificates, the Class B Certificates, the Class C-1 Certificates and the Applicable Certificates pro rata based on the Fractional Undivided Interest in the Class D Trust held by each such Class D Certificateholder and (B) if prior to the end of such ten-day period any other Class D Certificateholder fails to notify the purchasing Class D Certificateholder of such other Class D Certificateholder's desire to participate in such a purchase, then such other Class D Certificateholder shall lose its right to purchase the Class A-1 Certificates, the Class A-2 Certificates, the Class B Certificates, the Class C-1 Certificates and the Applicable Certificates pursuant to this Section 4.01(c). The purchase price with respect to the Applicable Certificates shall be equal to the Pool Balance of the Applicable Certificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Applicable Certificateholders under the Agreement, the Intercreditor Agreement, the Escrow Agreement or any Note Document or on or in respect of the Applicable Certificates; PROVIDED, HOWEVER, that no such purchase of Applicable Certificates shall be effective unless the purchaser(s) shall certify to the Trustee that contemporaneously with such purchase, such purchaser(s) is (are) purchasing, pursuant to the terms of the Agreement and the Other Agreements, (A) in the case of any purchase of the Applicable Certificates pursuant to clause (c)(i) above, all of the Applicable Certificates, or (B) in all other cases, the Class A-1 Certificates, the Class A-2 Certificates, the Class B Certificates, the Class C-1 Certificates and the Applicable Certificates that are senior to the securities held by such purchaser(s). Each payment of the purchase price of the Applicable Certificates referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 4.01(b). Each Applicable Certificateholder agrees by its acceptance of its Applicable Certificate that (at any time after the occurrence and during the continuation of a Triggering Event) it will, upon payment from such Class C-1 Certificateholder(s) or Class D Certificateholder(s), as the case may be, of the purchase price set forth in the first sentence of this paragraph, (i) forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Applicable Certificateholder in the Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents and all Applicable Certificates and Escrow Receipts held by such Applicable Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) (and the purchaser shall assume all of such Applicable Certificateholder's obligations under the Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents and all such Applicable Certificates and Escrow Receipts), (ii) if such purchase occurs after a record date specified in Section 2.03 of the Escrow Agreement relating to the distribution of unused Deposits and/or accrued and unpaid interest on Deposits and prior to or on the related distribution date thereunder, forthwith turn over to the purchaser(s) of its Applicable Certificate all amounts, if any, received by it on account of such distribution, and (iii) if such purchase occurs after a Record Date relating to any distribution and prior to or on the related Distribution Date, forthwith turn over to the purchaser(s) of its Applicable Certificate all amounts, if any, received by it on account of such distribution. The Applicable Certificates will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Applicable Certificateholders to deliver any Applicable Certificates and, upon such a purchase, (I) the only rights of the Applicable Certificateholders will be to deliver the Applicable Certificates to the purchaser(s) and receive the purchase price for such Applicable Certificates and (II) if the purchaser(s) shall so request, such Applicable Certificateholder will comply with all the provisions of Section 3.04 of the Basic Agreement to enable new Applicable Certificates to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Applicable Certificates shall be borne by the purchaser thereof.

  • Rights of Trustee as Holder of Senior Indebtedness; Preservation of Trustee's Rights The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article with respect to any Senior Indebtedness that may at any time be held by it, to the same extent as any other holder of Senior Indebtedness, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.

  • Amendments With Consent of Certificateholders and Noteholders This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon any Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) without the consent of the holder of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates (without the consent of the holders hereof), (b) increase or reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (c) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or (d) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates then outstanding. The Depositor shall furnish notice to each of the Rating Agencies prior to obtaining consent to any proposed amendment under this Section 8.2. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

  • Restrictions on the Certificateholders’ Power The Certificateholders shall not direct the Owner Trustee to take or refrain from taking any action if such action or inaction would be contrary to any obligations of the Trust or of the Owner Trustee under any of the Basic Documents or would be contrary to Section 2.03 nor shall the Owner Trustee be obligated to follow any such direction, if given.

  • Rights of Trustee as Holder of Senior Debt; Preservation of Trustee’s Rights The Trustee in its individual capacity shall be entitled to all the rights set forth in this Article XII with respect to any Senior Debt that may at any time be held by it, to the same extent as any other holder of Senior Debt, and nothing in this Indenture shall deprive the Trustee of any of its rights as such holder.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!