Common use of Prior Notice to Certificateholder with Respect to Certain Matters Clause in Contracts

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, 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 Certificateholder in writing of the proposed action: (a) the initiation of any claim or lawsuit on behalf of the Owner Trust (except claims or lawsuits brought to collect on the Series Certificate) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on the Series Certificate); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (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 Certificateholder; (e) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholder with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholder in writing of the proposed action at least 30 days (or such lesser period as to which the Certificateholder shall consent) before the taking of such action, and (ii) the Certificateholder shall not have notified the Owner Trustee in writing prior to the end of such period that such Certificateholder have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought other than an action to collect on a Receivable or an action by the Series CertificateIndenture Trustee pursuant to the Indenture) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits other than an action to collect on a Receivable or an action by the Series CertificateIndenture Trustee pursuant to the Indenture); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (Trust, a conformed copy of which is attached hereto as Exhibit A, unless such amendment is required to be filed under the Statutory Trust Act)Statute; (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 CertificateholderCertificateholder taken as a whole; (e) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration Agreementtaken as a whole; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With The Owner Trustee shall not take action with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, (i) the Owner Trustee shall have notified the Certificateholder in writing of the proposed action at least 30 days (or such lesser period as to which the Certificateholder shall consent) before the taking of such action, and (ii) the Certificateholder shall not have notified the Owner Trustee in writing prior to the end of such period that such Certificateholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought other than an action to collect on a Receivable or an action by the Series CertificateIndenture Trustee pursuant to the Indenture) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits other than an action to collect on a Receivable or an action by the Series CertificateIndenture Trustee pursuant to the Indenture); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (Trust, unless such amendment is required to be filed under the Statutory Trust Act)Statute; (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 CertificateholderCertificateholder taken as a whole; (e) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration Agreementtaken as a whole; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, 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 Certificateholder in writing of the proposed actionaction and the Certificateholder shall not have objected or given any contrary instructions pursuant to subsection 5.3(a) prior to the expiration of such 30-day period: (a) the initiation of any claim or lawsuit on behalf of the Owner Trust (except claims or lawsuits brought to collect on the Series Collateral Certificate) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on the Series Collateral Certificate); (b) the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust Act); (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 Certificateholderrequired; (e) the amendment, change or other modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (f) the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying Agent, Authenticating Agent or Certificate Registrar within five Business Days thereof.

Prior Notice to Certificateholder with Respect to Certain Matters. With respect to the following matters, 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 Certificateholder and the Swap Provider in writing of the proposed actionaction and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of cash distributions due and owing under the Mortgage Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of cash distributions due and owing under the Series CertificateMortgage Loans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust ActStatute); (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 Certificateholder;; and (e) the amendment, change or modification of the Deposit and Administration Agreement, except any amendment where the consent of the Certificateholder is not required under the terms of the Deposit and Administration Agreement; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor Certificate Registrar or Certificate Paying Agent or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Trustee, Certificate Registrar or Certificate Paying Agent of its obligations under the Indenture. The Owner Trustee shall notify the Certificateholder in writing of any appointment of a successor Paying AgentIndenture or this Trust Agreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With Subject to the provisions and limitation of Section 4.04, with respect to the following matters, 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 Certificateholder in writing of the proposed action, the Indenture Trustee shall have consented to such action in the event any Notes are outstanding and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Contracts) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateContracts); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Business Trust ActStatute); (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 and adversely affects the interest of the CertificateholderOwner; (e) the amendment, change or modification of the Deposit and Administration Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration AgreementOwner; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify Indenture or the Certificateholder in writing of any appointment of a successor Paying AgentAgreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.

Prior Notice to Certificateholder with Respect to Certain Matters. With Subject to the provisions and limitation of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless unless, at least 30 thirty (30) days before the taking of such action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action, the Indenture Trustee shall have consented to such action in the event any Notes are outstanding and the Certificateholder shall not have notified the Owner Trustee in writing prior to the thirtieth (30th) day after such notice is given that such Certificateholder has withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit on behalf of by the Owner Trust (except claims or lawsuits brought to collect on in connection with the Series Certificatecollection of the Loans) and the compromise of any material action, claim or lawsuit brought by or against the Owner Trust or the Owner Trustee (except with respect to the aforementioned claims or lawsuits to collect on for collection of the Series CertificateLoans); (b) the election by the Issuer Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Statutory Trust ActStatute); (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 and adversely affects the interest of the Certificateholderany Owner; (e) the amendment, change or modification of the Deposit Transfer and Administration Servicing Agreement, except to cure any amendment where ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the consent interests of the Certificateholder is not required under the terms of the Deposit and Administration Agreementany Owner; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, the Paying Agent, the Indenture Trustee or the Certificate Registrar of its obligations under the Indenture. The Owner Trustee shall notify Indenture or the Certificateholder in writing of any appointment of a successor Paying AgentAgreement, Authenticating Agent or Certificate Registrar within five Business Days thereofas applicable.