Prior Notice to the Certificateholder with Respect to Certain Matters. (a) The Owner Trustee shall not take the following actions unless it has received the consent of the Indenture Trustee and at least thirty (30) days before the taking of such action (or such shorter period as may be agreed to in writing by the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that it has withheld consent to such action: (i) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust; (ii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Trust Statute); (iii) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is required; (iv) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (v) the appointment pursuant to the Indenture of a 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; (vi) the appointment pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Registrar of its obligations under this Agreement; (vii) the consent to the calling or waiver of any default of any Basic Document; (viii) except as provided in Article IX, the dissolution, termination or liquidation of the Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any Person; or (xvi) the change of the Trust’s purpose and powers from those described in Section (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other Person; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents; (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor; and (vi) the Trust shall not consummate any act that would result in an Adverse REMIC Event. (c) The Trust shall at all times: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other Person; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other Person; (viii) not hold out its credit as being available to satisfy the obligation of any other Person; (ix) other than as contemplated by the Basic Documents, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other Person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other Person. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee pursuant to Section 16.03(c) of the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor, or cause the Trust to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, on behalf of the Trust, is hereby authorized to execute and deliver) the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval of the Certificateholder or other Person whatsoever.

Appears in 41 contracts

Samples: Trust Agreement, Trust Agreement, Trust Agreement

Prior Notice to the Certificateholder with Respect to Certain Matters. (a) The Owner Trustee shall not take the following actions unless it has received the consent of the Indenture Trustee and at least thirty (30) days before the taking of such action (or such shorter period as may be agreed to in writing by the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that it has withheld consent to such action: (i) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust; (ii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Trust Statute); (iii) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is required; (iv) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (v) the appointment pursuant to the Indenture of a 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; (vi) the appointment pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Registrar of its obligations under this Agreement; (vii) the consent to the calling or waiver of any default of any Basic Document; (viii) except as provided in Article IX, the dissolution, termination or liquidation of the Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any Person; or (xvi) the change of the Trust’s purpose and powers from those described in Section (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other Person; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents;; and (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor~~; and (vi) the Trust shall not consummate any act that would result in an Adverse REMIC Event~~. (c) The Trust shall at all times: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other Person; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other Person; (viii) not hold out its credit as being available to satisfy the obligation of any other Person; (ix) other than as contemplated by the Basic Documents, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other Person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other Person. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee pursuant to Section 16.03(c) of the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor, or cause the Trust to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, on behalf of the Trust, is hereby authorized to execute and deliver) the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval of the Certificateholder or other Person whatsoever.

Appears in 10 contracts

Samples: Trust Agreement, Trust Agreement, Trust Agreement

Prior Notice to the Certificateholder with Respect to Certain Matters. (a) The Owner Trustee shall not take the following actions unless it has received the consent of the Indenture Trustee and at least thirty (30) days before the taking of such action (or such shorter period as may be agreed to in writing by the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that it has withheld consent to such action: (i) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust; (ii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Trust Statute); (iii) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is required; (iv) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (v) the appointment pursuant to the Indenture of a 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; (vi) the appointment pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Registrar of its obligations under this Agreement; (vii) the consent to the calling or waiver of any default of any Basic Document; (viii) except as provided in Article IX, the dissolution, termination or liquidation of the Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any Person; or (xvi) the change of the Trust’s purpose and powers from those described in ~~Section~~Section 2.03. (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other Person; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents;; and (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor~~; and (vi) the Trust shall not consummate any act that would result in an Adverse REMIC Event~~. (c) The Trust shall at all times: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other Person; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other Person; (viii) not hold out its credit as being available to satisfy the obligation of any other Person; (ix) other than as contemplated by the Basic Documents, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other Person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other Person. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee pursuant to Section ~~16.03(c~~15.03(c) of the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor, or cause the Trust to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, on behalf of the Trust, is hereby authorized to execute and deliver) the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval of the Certificateholder or other Person whatsoever.

Appears in 8 contracts

Samples: Trust Agreement, Trust Agreement, Trust Agreement

Prior Notice to the Certificateholder with Respect to Certain Matters. (a) The Owner Trustee shall not take the following actions unless it has received the consent of the Indenture Trustee and at least thirty (30) days before the taking of such action (or such shorter period as may be agreed to in writing by the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that it has withheld consent to such action: (i) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust; (ii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Trust Statute); (iii) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is required; (iv) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (v) the appointment pursuant to the Indenture of a 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; (vi) the appointment pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Registrar of its obligations under this Agreement; (vii) the consent to the calling or waiver of any default of any Basic Document; (viii) except as provided in Article IXIX hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section ~~2.03~~2.03 hereof; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any Person; or (xvi) the change of the Trust’s purpose and powers from those described in ~~Section~~Section 2.03 of this Agreement. (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other Person; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents;; and (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor~~; and (vi) the Trust shall not consummate any act that would result in an Adverse REMIC Event~~. (c) The Trust shall at all times: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other Person; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other Person; (viii) not hold out its credit as being available to satisfy the obligation of any other Person; (ix) other than as contemplated by the Basic Documents, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other Person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other Person. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee pursuant to Section ~~16.03(c~~15.03(c) of the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor, or cause the Trust to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, on behalf of the Trust, is hereby authorized to execute and deliver) the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval of the Certificateholder or other Person whatsoever.

Appears in 5 contracts

Samples: Trust Agreement, Trust Agreement, Trust Agreement

Prior Notice to the Certificateholder with Respect to Certain Matters. ~~(a) The~~ With respect to the following matters, the Owner Trustee shall not take ~~the following actions~~ action unless ~~it has received the consent of the Indenture Trustee and~~ at least ~~thirty (30)~~ 30 days before the taking of such action (or such shorter period as ~~may~~ shall be agreed to in writing by the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that it the Certificateholder has withheld consent ~~to such action~~or provided alternative direction: (ia) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the ~~Trust~~Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (iib) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the ~~Delaware~~ Business Trust Statute); (~~iii~~c) the amendment of the Indenture, whether or ~~other change to this Agreement or any other Basic Document~~ not by a Supplemental Indenture, in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is required; (ivd) the amendment of the Indenture, whether or ~~other change to this Agreement or any other Basic Document~~ not by a Supplemental Indenture, in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is not required ~~and~~ but such amendment materially adversely affects the interest of the [Certificateholder][Owners]; (e) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the ~~Certificateholder;~~[Certificateholder][Owners]; or (vf) the appointment (i) pursuant to the Indenture of a successor Note ~~Registrar or Indenture Trustee~~Registrar, ~~or the consent to the assignment by the Note Registrar~~ Paying Agent or Indenture Trustee ~~of its obligations under the Indenture;~~ [(viii) ~~the appointment~~ pursuant to this Agreement of a successor Certificate Registrar] and (iii) any consent by the Note Registrar, Paying Agent or ~~the consent~~ Indenture Trustee to the assignment ~~by the Certificate Registrar~~ of its respective obligations under ~~this Agreement; (vii)~~ the ~~consent to the calling~~ Indenture or waiver of any default of any Basic Document; (viii) except as provided in Article IX, the dissolution, termination or liquidation of the Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any Person; or (xvi) the change of the Trust’s purpose and powers from those described in Section (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other Person; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents; (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor; and (vi) the Trust shall not consummate any act that would result in an Adverse REMIC Eventas applicable. (c) The Trust shall at all times: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other Person; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other Person; (viii) not hold out its credit as being available to satisfy the obligation of any other Person; (ix) other than as contemplated by the Basic Documents, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other Person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other Person. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee pursuant to Section 16.03(c) of the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor, or cause the Trust to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, on behalf of the Trust, is hereby authorized to execute and deliver) the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval of the Certificateholder or other Person whatsoever.

Appears in 2 contracts

Samples: Trust Agreement (Toyota Motor Credit Corp), Trust Agreement (Toyota Motor Credit Corp)

Prior Notice to the Certificateholder with Respect to Certain Matters. ~~(a) The~~ With respect to the following matters, the Owner Trustee shall not take ~~the following actions unless it has received the consent of the Indenture Trustee and~~ action unless, at least ~~thirty (30)~~ 30 days before the taking of such ~~action (or such shorter period as may be agreed to in writing by the Certificateholder)~~action, the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the ~~Certificateholder~~ Holder of the Certificate shall not have notified the Owner Trustee in writing prior to the 30th day ~~(or such agreed upon shorter period)~~ after such notice is given that it such Certificateholder has withheld consent ~~to such action~~or provided alternative direction: (ia) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of cash distributions due and owing under the Grantor Trust Certificate) and the compromise of any action, claim or lawsuit brought by or against the ~~Trust~~Trust (except with respect to the aforementioned claims or lawsuits for collection of cash distributions due and owing under the Grantor Trust Certificate); (iib) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the ~~Delaware~~ Statutory Trust Statute); (~~iii~~c) the amendment ~~or other change to this Agreement or any other Basic Document~~ of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is required; (ivd) the amendment ~~or other change to this Agreement or any other Basic Document~~ of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is not required and such amendment materially adversely affects the ~~interests~~ interest of the Certificateholder;; and (ve) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Owner Trust Agreement of a successor Certificate Registrar or ~~Indenture Trustee,~~ Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or ~~Indenture Trustee~~ Certificate Paying Agent of its obligations under the ~~Indenture; (vi) the appointment pursuant to~~ Indenture or this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Registrar of its obligations under this Agreement; (vii) the consent to the calling or waiver of any default of any Basic Document; (viii) except as provided in Article IX, the dissolution, termination or liquidation of the Owner Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any Person; or (xvi) the change of the Trust’s purpose and powers from those described in Section (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other Person; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents; (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor; and (vi) the Trust shall not consummate any act that would result in an Adverse REMIC Eventas applicable. (c) The Trust shall at all times: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other Person; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other Person; (viii) not hold out its credit as being available to satisfy the obligation of any other Person; (ix) other than as contemplated by the Basic Documents, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other Person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other Person. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee pursuant to Section 16.03(c) of the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor, or cause the Trust to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, on behalf of the Trust, is hereby authorized to execute and deliver) the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval of the Certificateholder or other Person whatsoever.

Appears in 2 contracts

Samples: Owner Trust Agreement (Residential Funding Mortgage Securities Ii Inc), Owner Trust Agreement (Residential Funding Mortgage Securities Ii Inc)

Prior Notice to the Certificateholder with Respect to Certain Matters. (a) ~~The~~ With respect to the following matters, the Owner Trustee shall not take the following actions unless it has received the consent of the Indenture Trustee and at least thirty (30) days before the taking of such action (or such shorter period as may be agreed to in writing by the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that it has withheld consent to such action: (i) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust; (ii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Trust Statute); (iii) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is required; (iv) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (v) the appointment pursuant to the Indenture of a 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; (vi) the appointment pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Registrar of its obligations under this Agreement; (vii) the consent to the calling or waiver of under any default of any Basic Document; (viii) except as provided in Article IXIX hereof, the dissolution, termination or liquidation of the Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section ~~2.03~~2.03 hereof; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any ~~Person~~entity; or (xvi) the change of the Trust’s purpose and powers from those ~~described~~ set forth in ~~Section~~this Agreement. (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other ~~Person~~entity; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents;; and (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor~~; and (vi) the Trust shall not consummate any act that would result in an Adverse REMIC Event~~. (c) The Trust shall at all times: (i) maintain books and records separate from any other ~~Person~~person or entity; (ii) maintain its office and bank accounts separate from any other ~~Person~~person or entity, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other ~~Person~~person or entity; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other ~~Person~~person or entity; (viii) not hold out its credit as being available to satisfy the obligation of any other ~~Person~~person or entity; (ix) other than as contemplated by the Basic Documents, not make loans to any other ~~Person~~ person or entity or buy or hold evidence of indebtedness issued by any other ~~Person~~person or entity; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other ~~Person~~person or entity; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other ~~Person~~person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other ~~Person~~person or entity. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee ~~pursuant to Section 16.03(c) of~~ as provided in the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to to (i) remove or replace the Indenture ~~Trustee~~ Trustee, (ii) institute proceedings to have the Trust declared or ~~to take any Bankruptcy Action with respect~~ adjudicated bankrupt or insolvent, (iii) consent to the ~~Trust~~ institution of bankruptcy or insolvency proceedings against the ~~Sponsor~~Trust, (iv) file a petition or ~~cause the Trust~~ consent to ~~remove~~ a petition seeking reorganization or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, ~~is hereby authorized to execute and deliver~~(vi) make any assignment for the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval benefit of the ~~Certificateholder or other Person whatsoever.~~Trust’s creditors,

Appears in 1 contract

Samples: Trust Agreement

Prior Notice to the Certificateholder with Respect to Certain Matters. (a) The Owner Trustee shall not take the following actions unless it has received the consent of the Indenture Trustee and at least thirty (30) days before the taking of such action (or such shorter period as may be agreed to in writing by the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that it has withheld consent to such action: (i) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust; (ii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Trust Statute); (iii) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is required; (iv) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (v) the appointment pursuant to the Indenture of a 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; (vi) the appointment pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Registrar of its obligations under this Agreement; (vii) the consent to the calling or waiver of any default of any Basic Document; (viii) except as provided in Article IX, the dissolution, termination or liquidation of the Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any Person; or (xvi) the change of the Trust’s purpose and powers from those described in Section (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other Person; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents; (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor; and (vi) the Trust shall not consummate any act that would result in an Adverse REMIC Event. (c) The Trust shall at all times: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other Person; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other Person; (viii) not hold out its credit as being available to satisfy the obligation of any other Person; (ix) other than as contemplated by the Basic Documents, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other Person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other Person. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee pursuant to Section ~~16.03(c~~15.03(c) of the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor, or cause the Trust to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, on behalf of the Trust, is hereby authorized to execute and deliver) the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval of the Certificateholder or other Person whatsoever.

Appears in 1 contract

Samples: Trust Agreement

Prior Notice to the Certificateholder with Respect to Certain Matters. (a) The Owner Trustee shall not take the following actions unless it has received the consent of the Indenture Trustee and at least thirty (30) days before the taking of such action (or such shorter period as may be agreed to in writing by the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that it has withheld consent to such action: (i) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust; (ii) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Trust Statute); (iii) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is required; (iv) the amendment or other change to this Agreement or any other Basic Document in circumstances where the consent of any Noteholder or the Certificateholder is not required and such amendment materially adversely affects the interests of the Certificateholder; (v) the appointment pursuant to the Indenture of a 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; (vi) the appointment pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Registrar of its obligations under this Agreement; (vii) the consent to the calling or waiver of any default of any Basic Document; (viii) except as provided in Article IX, the dissolution, termination or liquidation of the Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any Person; or (xvi) the change of the Trust’s purpose and powers from those described in Section (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other Person; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents; (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor; and (vi) the Trust shall not consummate any act that would result in an Adverse ~~REMIC Event.~~REMIC (c) The Trust shall at all times: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other Person; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other Person; (viii) not hold out its credit as being available to satisfy the obligation of any other Person; (ix) other than as contemplated by the Basic Documents, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other Person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other Person. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee pursuant to Section ~~16.03(c~~15.03(c) of the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor, or cause the Trust to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, on behalf of the Trust, is hereby authorized to execute and deliver) the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval of the Certificateholder or other Person whatsoever.

Appears in 1 contract

Samples: Trust Agreement

Prior Notice to the Certificateholder with Respect to Certain Matters. ~~(a) The~~ With respect to the following matters, the Owner Trustee shall not take ~~the following actions~~ action unless ~~it has received the consent of the Indenture Trustee and~~ at least ~~thirty (30)~~ 30 days before the taking of such action (or such shorter period as ~~may~~ shall be agreed to in writing by the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that it the Certificateholder has withheld consent ~~to such action~~or provided alternative direction: (ia) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the ~~Trust~~Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (iib) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the ~~Delaware~~ Business Trust Statute); (~~iii~~c) the amendment of the Indenture, whether or ~~other change to this Agreement or any other Basic Document~~ not by a Supplemental Indenture, in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is required; (ivd) the amendment of the Indenture, whether or ~~other change to this Agreement or any other Basic Document~~ not by a Supplemental Indenture, in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is not required ~~and~~ but such amendment materially adversely affects the ~~interests~~ interest of the Certificateholder; (ve) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholder; or (f) the appointment (i) pursuant to the Indenture of a successor Note ~~Registrar~~ Registrar, Paying Agent or Indenture ~~Trustee~~Trustee and (ii) any consent by the Note Registrar, Paying Agent or ~~the consent~~ Indenture Trustee to the assignment ~~by the Note Registrar or Indenture Trustee~~ of its respective obligations under the ~~Indenture; (vi) the appointment pursuant to this Agreement of a successor Certificate Registrar,~~ Indenture or the consent to the assignment by the Certificate Registrar of its obligations under this Agreement; (vii) the consent to the calling or waiver of any default of any Basic Document; (viii) except as provided in Article IX, the dissolution, termination or liquidation of the Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any Person; or (xvi) the change of the Trust’s purpose and powers from those described in Section (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other Person; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents; (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor; and (vi) the Trust shall not consummate any act that would result in an Adverse REMIC Eventas applicable. (c) The Trust shall at all times: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other Person; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other Person; (viii) not hold out its credit as being available to satisfy the obligation of any other Person; (ix) other than as contemplated by the Basic Documents, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other Person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other Person. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee pursuant to Section 16.03(c) of the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor, or cause the Trust to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, on behalf of the Trust, is hereby authorized to execute and deliver) the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval of the Certificateholder or other Person whatsoever.

Appears in 1 contract

Samples: Trust Agreement (Toyota Motor Credit Corp)

Prior Notice to the Certificateholder with Respect to Certain Matters. ~~(a) The~~ With respect to the following matters, the Owner Trustee shall not take ~~the following actions~~ action unless ~~it has received the consent of the Indenture Trustee and~~ at least ~~thirty (30)~~ 30 days before the taking of such action (or such shorter period as ~~may~~ shall be agreed to in writing by the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that it the Certificateholder has withheld consent ~~to such action~~or provided alternative direction: (ia) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the ~~Trust~~Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (iib) the election by the Trust to file an amendment to the Certificate of Trust, other than the Corrected Certificate of Trust filed with the Secretary of State on September 17, 2001 (unless such amendment is required to be filed under the ~~Delaware~~ Business Trust Statute); (~~iii~~c) the amendment of the Indenture, whether or ~~other change to this Agreement or any other Basic Document~~ not by a Supplemental Indenture, in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is required; (ivd) the amendment of the Indenture, whether or ~~other change to this Agreement or any other Basic Document~~ not by a Supplemental Indenture, in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is not required ~~and~~ but such amendment materially adversely affects the ~~interests~~ interest of the Certificateholder; (ve) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholder; or (f) the appointment (i) pursuant to the Indenture of a successor Note ~~Registrar~~ Registrar, Paying Agent or Indenture ~~Trustee~~Trustee and (ii) any consent by the Note Registrar, Paying Agent or ~~the consent~~ Indenture Trustee to the assignment ~~by the Note Registrar or Indenture Trustee~~ of its respective obligations under the ~~Indenture; (vi) the appointment pursuant to this Agreement of a successor Certificate Registrar,~~ Indenture or the consent to the assignment by the Certificate Registrar of its obligations under this Agreement; (vii) the consent to the calling or waiver of any default of any Basic Document; (viii) except as provided in Article IX, the dissolution, termination or liquidation of the Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any Person; or (xvi) the change of the Trust’s purpose and powers from those described in Section (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other Person; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents; (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor; and (vi) the Trust shall not consummate any act that would result in an Adverse REMIC Eventas applicable. (c) The Trust shall at all times: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other Person; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other Person; (viii) not hold out its credit as being available to satisfy the obligation of any other Person; (ix) other than as contemplated by the Basic Documents, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other Person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other Person. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee pursuant to Section 16.03(c) of the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor, or cause the Trust to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, on behalf of the Trust, is hereby authorized to execute and deliver) the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval of the Certificateholder or other Person whatsoever.

Appears in 1 contract

Samples: Trust Agreement (Toyota Motor Credit Corp)

Prior Notice to the Certificateholder with Respect to Certain Matters. ~~(a) The~~ With respect to the following matters, the Owner Trustee shall not take ~~the following actions~~ action unless ~~it has received the consent of the Indenture Trustee and~~ at least ~~thirty (30)~~ 30 days before the taking of such ~~action (or such shorter period as may be agreed to in writing by the Certificateholder)~~action, the Owner Trustee shall have notified the Certificateholder ~~in writing~~ of the proposed action and the ~~Certificateholder~~ Holder of the Certificate shall not have notified the Owner Trustee in writing prior to the 30th day ~~(or such agreed upon shorter period)~~ after such notice is given that ~~it has~~ such Certificateholders have withheld consent ~~to such action~~or provided alternative direction: (ia) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust; (iib) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the ~~Delaware~~ Statutory Trust Statute); (~~iii~~c) the amendment ~~or other change to this Agreement or any other Basic Document~~ of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is required; (ivd) the amendment ~~or other change to this Agreement or any other Basic Document~~ of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is not required and such amendment materially adversely affects the ~~interests~~ interest of the ~~Certificateholder;~~Certificateholders; and (ve) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Owner Trust Agreement of a successor Certificate Registrar or ~~Indenture Trustee,~~ Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or ~~Indenture Trustee~~ Certificate Paying Agent of its obligations under the ~~Indenture; (vi) the appointment pursuant to~~ Indenture or this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Registrar of its obligations under this Agreement; (vii) the consent to the calling or waiver of any default of any Basic Document; (viii) except as provided in Article IX, the dissolution, termination or liquidation of the Owner Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any Person; or (xvi) the change of the Trust’s purpose and powers from those described in Section (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other Person; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents; (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor; and (vi) the Trust shall not consummate any act that would result in an Adverse REMIC Eventas applicable. (c) The Trust shall at all times: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other Person; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other Person; (viii) not hold out its credit as being available to satisfy the obligation of any other Person; (ix) other than as contemplated by the Basic Documents, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other Person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other Person. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee pursuant to Section 16.03(c) of the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor, or cause the Trust to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, on behalf of the Trust, is hereby authorized to execute and deliver) the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval of the Certificateholder or other Person whatsoever.

Appears in 1 contract

Samples: Owner Trust Agreement (Nomura Asset Acceptance Corp)

Prior Notice to the Certificateholder with Respect to Certain Matters. ~~(a) The~~ With respect to the following matters, the Owner Trustee shall not take ~~the following actions~~ action unless ~~it has received the consent of the Indenture Trustee and~~ at least ~~thirty (30)~~ 30 days before the taking of such action (or such shorter period as ~~may~~ shall be agreed to in writing by the Certificateholder), the Owner Trustee shall have notified the Certificateholder in writing of the proposed action and the Certificateholder shall not have notified the Owner Trustee in writing prior to the 30th day (or such agreed upon shorter period) after such notice is given that it the Certificateholder has withheld consent ~~to such action~~or provided alternative direction: (ia) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the ~~Trust~~Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (iib) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the ~~Delaware~~ Statutory Trust Statute); (~~iii~~c) the amendment of the Indenture, whether or ~~other change to this Agreement or any other Basic Document~~ not by a Supplemental Indenture, in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is required; (ivd) the amendment of the Indenture, whether or ~~other change to this Agreement or any other Basic Document~~ not by a Supplemental Indenture, in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is not required ~~and~~ but such amendment materially adversely affects the ~~interests~~ interest of the Certificateholder; (ve) the amendment, change or modification of the Administration Agreement, other than to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Certificateholder; or (f) the appointment (i) pursuant to the Indenture of a successor Note ~~Registrar~~ Registrar, Paying Agent or Indenture ~~Trustee~~Trustee and (ii) any consent by the Note Registrar, Paying Agent or ~~the consent~~ Indenture Trustee to the assignment ~~by the Note Registrar or Indenture Trustee~~ of its respective obligations under the ~~Indenture; (vi) the appointment pursuant to this Agreement of a successor Certificate Registrar,~~ Indenture or the consent to the assignment by the Certificate Registrar of its obligations under this Agreement; (vii) the consent to the calling or waiver of any default of any Basic Document; (viii) except as provided in Article IX, the dissolution, termination or liquidation of the Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any Person; or (xvi) the change of the Trust’s purpose and powers from those described in Section (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other Person; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents; (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor; and (vi) the Trust shall not consummate any act that would result in an Adverse REMIC Eventas applicable. (c) The Trust shall at all times: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other Person; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other Person; (viii) not hold out its credit as being available to satisfy the obligation of any other Person; (ix) other than as contemplated by the Basic Documents, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other Person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other Person. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee pursuant to Section 16.03(c) of the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor, or cause the Trust to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, on behalf of the Trust, is hereby authorized to execute and deliver) the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval of the Certificateholder or other Person whatsoever.

Appears in 1 contract

Samples: Trust Agreement (Toyota Auto Finance Receivables LLC)

Prior Notice to the Certificateholder with Respect to Certain Matters. ~~(a) The~~ With respect to the following matters, the Owner Trustee shall not take ~~the following actions~~ action unless ~~it has received the consent of the Indenture Trustee and~~ at least ~~thirty (30)~~ 30 days before the taking of such ~~action (or such shorter period as may be agreed to in writing by the Certificateholder)~~action, the Owner Trustee shall have notified the Certificateholder ~~in writing~~ of the proposed action and the ~~Certificateholder~~ Holder of the Certificate shall not have notified the Owner Trustee in writing prior to the 30th day ~~(or such agreed upon shorter period)~~ after such notice is given that ~~it has~~ such Certificateholders have withheld consent ~~to such action~~or provided alternative direction: (ia) the initiation of any claim or lawsuit by the Trust and the compromise of any action, claim or lawsuit brought by or against the Trust; (iib) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the ~~Delaware~~ Business Trust Statute); (~~iii~~c) the amendment ~~or other change to this Agreement or any other Basic Document~~ of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is required; (ivd) the amendment ~~or other change to this Agreement or any other Basic Document~~ of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder ~~or the Certificateholder~~ is not required and such amendment materially adversely affects the ~~interests~~ interest of the ~~Certificateholder;~~Certificateholders; and (ve) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Owner Trust Agreement of a successor Certificate Registrar or ~~Indenture Trustee,~~ Certificate Paying Agent or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee, Certificate Registrar or ~~Indenture Trustee~~ Certificate Paying Agent of its obligations under the ~~Indenture; (vi) the appointment pursuant to~~ Indenture or this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Certificate Registrar of its obligations under this Agreement; (vii) the consent to the calling or waiver of any default of any Basic Document; (viii) except as provided in Article IX, the dissolution, termination or liquidation of the Owner Trust in whole or in part; (ix) the merger or consolidation of the Trust with or into any other entity, or conveyance or transfer of all or substantially all of the Trust’s assets to any other entity; (x) causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement and the other Basic Documents; (xi) doing any act that conflicts with any other Basic Document; (xii) doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.03; (xiii) the confession of a judgment against the Trust; (xiv) the possession of Trust assets, or assignment of the Trust’s right to property, for other than a Trust purpose; (xv) causing the Trust to lend any funds to any Person; or (xvi) the change of the Trust’s purpose and powers from those described in Section (b) The Trust shall abide by the following restrictions: (i) other than as contemplated by the Basic Documents, the Trust shall not incur any indebtedness nor pay the indebtedness, operating expenses and liabilities of any other Person; (ii) other than as contemplated by the Basic Documents, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets; (iii) the Trust shall not engage in any business activity other than as contemplated by the Basic Documents; (iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents; (v) other than as contemplated by this Agreement, the other Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Sponsor; and (vi) the Trust shall not consummate any act that would result in an Adverse REMIC Eventas applicable. (c) The Trust shall at all times: (i) maintain books and records separate from any other Person; (ii) maintain its office and bank accounts separate from any other Person, including the Sponsor, the Owner Trustee or any of their respective Affiliates; (iii) not commingle its assets with those of any other Person; (iv) conduct its own business in its own name; (v) other than as contemplated by the Basic Documents, pay its own liabilities and expenses only out of its own funds; (vi) observe all organizational formalities necessary to maintain its separate existence and all procedures required under the Delaware Trust Statute; (vii) not guarantee or become obligated for the debts of any other Person; (viii) not hold out its credit as being available to satisfy the obligation of any other Person; (ix) other than as contemplated by the Basic Documents, not make loans to any other Person or buy or hold evidence of indebtedness issued by any other Person; (x) other than as contemplated by the Basic Documents, not pledge its assets for the benefit of any other Person; (xi) hold itself out as a separate entity from the Sponsor, the Certificateholder and any of their Affiliates, not conduct any business in the name of the Sponsor, the Certificateholder or any of their Affiliates, and use stationery, invoices, checks or other business forms under its own name and not that of the Sponsor, the Certificateholder or any of their Affiliates or any other Person; (xii) correct any known misunderstanding regarding its separate identity; and (xiii) not identify itself as a division of any other Person. So long as any Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall not amend this Section 4.01 without the prior written consent of the Indenture Trustee pursuant to Section 16.03(c) of the Indenture, in addition to the requirements under Section 11.01. (d) To the fullest extent permitted by law, the Owner Trustee shall not have the power, except upon the direction of the Certificateholder, and to the extent otherwise consistent with the Basic Documents, to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor, or cause the Trust to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. So long as the Indenture remains in effect, the Certificateholder shall not have the power to remove or replace the Indenture Trustee or to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Sponsor or direct the Owner Trustee to remove or replace the Indenture Trustee or to take any Bankruptcy Action with respect to the Trust or the Sponsor. (e) Nothing in this Section 4.01 shall in any way inhibit the ability of the Trust to receive capital contributions from the Certificateholder. (f) Notwithstanding any provision in this Agreement or otherwise, the execution, delivery and performance by the Trust of the Basic Documents, and the consummation of the transactions contemplated thereby shall not be deemed to violate the provisions of this Section 4.01 and the Trust has full power and authority and is specifically authorized to execute, deliver and perform (and each of the Owner Trustee, the Sponsor and the Administrator, on behalf of the Trust, is hereby authorized to execute and deliver) the Basic Documents and all documents, agreements, certificates, financing statements and other writings, contemplated thereby or related thereto on the Closing Date, all without any further act, vote, consent or approval of the Certificateholder or other Person whatsoever.

Appears in 1 contract

Samples: Owner Trust Agreement (DLJ Mortgage Acceptance Corp)

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