Prior Notice to Beneficiary and Transferor with Respect to Certain Matters Sample Clauses

Prior Notice to Beneficiary and Transferor with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days (or such lesser time as shall be agreed upon in writing by the Beneficiary and the Transferor) before the taking of such action the Owner Trustee shall have notified the Beneficiary and the Transferor: (a) the initiation of any claim or lawsuit by the Owner Trust (other than an action to collect on any Receivable) and the settlement of any action, claim or lawsuit brought by or against the Owner Trust (other than an action to collect on any Receivable); (b) the election by the Owner Trust to file an amendment to the Certificate of Trust; (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Beneficiary or the Transferor; (e) the amendment, change or modification of the Transfer and Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Beneficiary; or (f) the appointment pursuant to the Indenture of a replacement or successor Note Registrar or Indenture Trustee, or the consent to the assignment by the Note Registrar or Indenture Trustee of its obligations under the Indenture.
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Prior Notice to Beneficiary and Transferor with Respect to Certain Matters. With respect to the following matters, unless otherwise instructed by the Beneficiary and the Transferor, the Owner Trustee shall not take action unless at least 30 days before the taking of such action the Owner Trustee shall have notified the Beneficiary and the Transferor and neither the Beneficiary nor the Transferor shall have notified the Owner Trustee in writing within 30 days of such notice that it objects to the Owner Trustee taking such action: (a) the initiation of any claim or lawsuit by the Trust (other than an action to collect on any Receivable) or the compromise or settlement of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on any Receivable); (b) the filing of an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act); (c) the amendment of the Indenture by an Indenture Supplement in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by an Indenture Supplement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Beneficiary or the Transferor; (e) the amendment, change or modification of the Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Beneficiary or the Transferor; (f) the amendment, change or modification of the Transfer Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Beneficiary or the Transferor; or (g) the appointment pursuant to the Indenture of a replacement or successor Note Registrar or Indenture Trustee, or the consent to the assignment by the Note Registrar or Indenture Trustee of its obligations under the Indenture.
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Related to Prior Notice to Beneficiary and Transferor with Respect to Certain Matters

  • Agreement with Respect to Certain Existing Agreements (a) Subject to the provisions of Section 4.8(b), with respect to agreements existing as of Bank Closing which provide for the rendering of services by or to the Failed Bank, within thirty (30) days after Bank Closing, the Assuming Bank shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Bank agrees to comply with the terms of each such agreement for a period commencing on the day after Bank Closing and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after Bank Closing, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Bank has given notice to the Receiver of its election not to assume such agreement; provided, that the Receiver can reasonably make such service agreements available to the Assuming Bank. The Assuming Bank shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey, and deliver to the Assuming Bank all right, title and interest of the Receiver, if any, in and to agreements the Assuming Bank assumes hereunder. In the event the Assuming Bank elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Bank agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement. (b) The provisions of Section 4.8(a) regarding the Assuming Bank’s election to assume or not assume certain agreements shall not apply to (i) agreements pursuant to which the Failed Bank provides mortgage servicing for others or mortgage servicing is provided to the Failed Bank by others, (ii) agreements that are subject to Sections 4.1 through 4.7 and any insurance policy or bond referred to in Section 3.5(a) or other agreement specified in Section 3.5, and (iii) consulting, management or employment agreements, if any, between the Failed Bank and its employees or other Persons. Except as otherwise expressly set forth elsewhere in this Agreement, the Assuming Bank does not assume any liabilities or acquire any rights under any of the agreements described in this Section 4.8(b).

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