Rights of the Holders. Amounts held by the Trustee for future distribution to the Certificateholders, including, without limitation, amounts in the Collection Account, the Reserve Fund and the Certificate Distribution Account, shall not be distributed except in accordance with the terms of this Agreement.
Rights of the Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee.
(b) Any Holder of Preferred Securities may institute and prosecute a legal proceeding directly against the Guarantor to enforce its rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Trust, the Preferred Guarantee Trustee or any other Person.
Rights of the Holders of a B Note and Serviced Companion Loan. With respect to each A/B Whole Loan (if any) and Loan Pair (if any), the holder of the B Note and the holder of the Serviced Companion Loan shall have such consent rights or consultation rights, if any, during the specified time periods, as are set forth in the related Intercreditor Agreement. Notwithstanding the foregoing, if the Master Servicer or Special Servicer, as applicable, determines, in accordance with the Servicing Standard, that immediate action is necessary to protect the interest of the Certificateholders and the holder of any related B Note or Serviced Companion Loan (as a collective whole), then the Master Servicer or Special Servicer, as applicable may take any such action without waiting for the response of the holder of the B Note or holder of the Serviced Companion Loan provided for in the related Intercreditor Agreement. In addition, with respect to any A/B Whole Loan or Loan Pair, to the extent provided for in the related Intercreditor Agreement, the holder of the B Note or holder of the Serviced Companion Loan may direct the Master Servicer or Special Servicer, as applicable, to take, or to refrain from taking, such actions as the holder of the B Note or holder of the Serviced Companion Loan may deem advisable or as to which provision is otherwise made herein. Upon reasonable request, to the extent provided for in the related Intercreditor Agreement, the Master Servicer or Special Servicer, as applicable, shall, with respect to any A/B Whole Loan or Loan Pair, provide the holder of the B Note or holder of the Serviced Companion Loan with any information in the Master Servicer’s or Special Servicer’s, as applicable, possession with respect to such matters, including its reasons for determining to take a proposed action. If the holder of the B Note or holder of the Serviced Companion Loan shall direct the Master Servicer or the Special Servicer to take any action (other than those provided for in the related Intercreditor Agreement or in this Agreement), the Master Servicer or the Special Servicer shall be entitled to receive reimbursement from collections on and other proceeds of the B Note or Serviced Companion Loan for (i) its reasonable out-of-pocket expenses incurred in taking such action and (ii) to the extent that such action constitutes an extraordinary action not in the ordinary course of administering and servicing such mortgage loan, other reasonable costs incurred by the Master Servi...
Rights of the Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Preferred Guarantee Trustee in respect of this Preferred Securities Guarantee or exercising any trust or power conferred upon the Preferred Guarantee Trustee under this Preferred Securities Guarantee; provided, however, that (subject to Section 3.1) the Preferred Guarantee Trustee shall have the right to decline to follow any such direction if the Preferred Guarantee Trustee being advised in writing by counsel determines that the action or proceeding so directed may not lawfully be taken or if the Preferred Guarantee Trustee in good faith by its board of directors or trustees, executive committees or a trust committee of directors or trustees and/or Responsible Officers shall determine that the action or proceedings so directed would involve the Preferred Guarantee Trustee in personal liability.
(b) Any Holder of Preferred Securities may institute and prosecute a legal proceeding directly against the Guarantor to enforce its rights under this Preferred Securities Guarantee, without first instituting a legal proceeding against the Trust, the Preferred Guarantee Trustee or any other Person.
Rights of the Holders. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the Company, either at law or equity, and the rights of the Holder are limited to those expressed in the Warrant and are not enforceable against the Company except to the extent set forth herein.
Rights of the Holders. (a) The Holders of a Majority in Liquidation Amount of the Preferred Securities have the right to direct the time, method and place of conducting of any proceeding for any remedy available to the Preferred Guarantee Trustee in respect of this Preferred Securities Guarantee or
Rights of the Holders. From and after the applicable Redemption Date, unless there shall have been a default in payment of the redemption price, all rights of holders of shares of Series A Preferred Stock designated for redemption in the Redemption Notice (except the right to receive the redemption price without interest upon surrender of their certificate or certificates) shall cease with respect to such shares at such time, and such shares shall not thereafter be transferred on the books of the Corporation or be deemed to be outstanding for any purpose whatsoever save and except that the holders of Series A Preferred Stock designated for redemption in the Redemption Notice may convert any Series A Preferred Stock not yet converted into such number of Common Stock as determined in accordance with subsection A.2 hereof at any time on or prior to the Redemption Date. If the funds of the Corporation legally available for redemption of shares of Series A Preferred Stock on the applicable Redemption Date are insufficient to redeem the total number of shares of Series A Preferred Stock to be redeemed on each such date, those funds that are legally available will be used to redeem the maximum possible number of such shares ratably among the holders of the Series A Preferred Stock, such shares to be redeemed based upon their holdings of Series A Preferred Stock. The shares of the Series A Preferred Stock not redeemed shall remain outstanding and entitled to all the rights and preferences provided herein. At any time thereafter when additional funds of the Corporation are legally available for the redemption of shares of Series A Preferred Stock, such funds will immediately be used to redeem the balance of the shares that the Corporation has become obligated to redeem on the applicable Redemption Date.
Rights of the Holders. The Holder shall not be entitled to vote or receive dividends with respect to, nor be deemed the holder of, capital stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon any holder of this Warrant, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issue of capital stock, reclassification of stock, change of par value, consolidation, merger, conveyance or otherwise) until this Warrant shall have been exercised and any voting shares issuable hereunder shall have become deliverable as provided herein.
Rights of the Holders of the Valley Forge Whole Loan. The Master Servicer and Special Servicer acknowledge and agree that the Valley Forge Whole Loan is subject to the terms and provisions of the Valley Forge Intercreditor Agreement and each agrees to service the Valley Forge Whole Loan in accordance with the Valley Forge Intercreditor Agreement and this Agreement, including, without limitation, effecting distributions and allocating reimbursement of expenses in accordance with the Valley Forge Intercreditor Agreement and performing the obligations of the "Note A Holder" thereunder. Notwithstanding anything to the contrary in this Agreement, each of the Master Servicer and the Special Servicer agrees not to take any action with respect any of the Valley Forge Whole Loan or the related Mortgaged Property without the prior consent of the applicable Companion Loan Noteholder to the extent that the Valley Forge Intercreditor Agreement provides that such Companion Loan Noteholder is entitled or required to consent to such action, to the extent such action or inaction does not cause a violation of the terms of the related Mortgage Loan Documents, applicable law or the Servicing Standard, and agrees to deliver such reports and summaries as may be required hereunder. Each of the Master Servicer and Special Servicer acknowledges and agrees that such Companion Loan Noteholder has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of the Valley Forge Intercreditor Agreement. Pursuant to Section 11 of the Valley Forge Intercreditor Agreement, if the Valley Forge Mortgage Loan is a Specially Serviced Loan (as to which an event of default enumerated in Section 10 of the Valley Forge Intercreditor Agreement has occurred and is continuing), the Valley Forge B Loan Noteholder will have the right to purchase the Valley Forge Mortgage Loan at the defaulted mortgage loan purchase price described therein. Further, pursuant to Section 6(c) of the Valley Forge Intercreditor Agreement, the Valley Forge B Loan Noteholder has the right to reverse a Control Appraisal Event (as defined in the Valley Forge Intercreditor Agreement) by supplementing the existing Mortgaged Property with certain Control Retention Collateral (as defined in the Valley Forge Intercreditor Agreement), subject to certain conditions and limitations as set forth in Section 6(c) of the Valley Forge Intercreditor Agreement. Also, pursuant to Section 10 of the Valley Forge Intercreditor Agreement, the V...
Rights of the Holders. No Warrant Certificate shall entitle a Holder to any of the rights of a stockholder of the Company, including, without limitation, the right to vote, to receive dividends and other distributions, to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company.
