Rights of the Securities Insurer Sample Clauses

Rights of the Securities Insurer. Each Noteholder by purchase of its Class of Notes held by it acknowledges that the Indenture Trustee on behalf of the Trust, as partial consideration of the issuance of the Securities Guaranty Insurance Policy, has agreed that the Securities Insurer shall have certain rights hereunder for so long as no Securities Insurer Default shall have occurred and is continuing. Notwithstanding anything to the contrary contained herein, but subject to the last sentence of this Section 8A.4, so long as a Securities Insurer Default has occurred and is continuing, any provision giving the Securities Insurer the right to direct, appoint or consent to, approve of, or take any action under this Indenture or any of the Basic Documents, irrespective of whether such rights have been either granted directly to the Securities Insurer or exercised on behalf of the Noteholders, shall be inoperative during the period of such Securities Insurer Default and such right shall instead vest in the Indenture Trustee acting at the written direction of Noteholders. The Securities Insurer may disclaim any of its rights and powers under this Indenture (but not its duties and obligations under the Securities Guaranty Insurance Policy or the Insurance Agreement) upon delivery of a written notice to the Indenture Trustee. The Securities Insurer may give or withhold any consent hereunder in its reasonable discretion. In the event that the Administrator substitutes one or more new guaranty insurance policies for the Securities Guaranty Insurance Policy pursuant to Section 8A.5, the new securities insurer shall have all of the rights to direct, appoint or consent to, approve of, or take any action under this Indenture vested in the Securities Insurer immediately prior to the occurrence of a Rating Agency Downgrade as set forth in Section 8A.5.
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Rights of the Securities Insurer. TO EXERCISE RIGHTS OF GROUP II NOTEHOLDERS. (a) By accepting its Group II Note, each Group II Noteholder agrees that unless a Securities Insurer Default has occurred and is continuing, the Securities Insurer shall be deemed to be treated as the holder of 100% of Group II Notes (except with respect to the right to direct the Indenture Trustee to exercise the Group II Put Option, which shall be remain the right of the Group II Controlling Noteholders, excluding for such purpose the Securities Insurer), and shall have the right to exercise all rights of the Group II Noteholders (including the rights of the Group II Controlling Parties) as specified under this Indenture without any further consent of any of the Group II Noteholders (unless otherwise specified herein). Any right conferred to the Securities Insurer hereunder shall be suspended and shall run to the benefit of the Group II Noteholders during any period in which a Securities Insurer Default has occurred and is continuing; provided, however, that during the continuance of a Securities Insurer Default, the consent of the Securities Insurer must be obtained with respect to any amendments that may materially adversely affect the Securities Insurer.
Sample 1

Related to Rights of the Securities Insurer

  • Rights of the Secured Party The Debtor agrees that the Secured --------------------------- Party may at any time, whether before or after the occurrence of an Event of Default and without notice or demand of any kind, (i) notify the obligor on or issuer of any Collateral to make payment to the Secured Party of any amounts due or distributable thereon; (ii) in the Debtor's name or the Secured Party's name enforce collection of any Collateral by suit or otherwise, or surrender, release or exchange all or any part of it, or compromise, extend or renew for any period any obligation evidenced by the Collateral; (iii) receive all proceeds of the Collateral; and (iv) hold any increase or profits received from the Collateral as additional security for the Obligations, except that any money received from the Collateral shall, at the Secured Party's option, be applied in reduction of the Obligations, in such order of application as the Secured Party may determine, or be remitted to the Debtor.

  • Terms of the Securities (a) The Securities of each series shall be substantially in the form set forth in a Company Order or in one or more indentures supplemental hereto, and shall have such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification or designation and such legends or endorsements placed thereon as the Company may deem appropriate and as are not inconsistent with the provisions of this Indenture, or as may be required to comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange on which any series of the Securities may be listed or of any automated quotation system on which any such series may be quoted, or to conform to usage, all as determined by the officers executing such Securities as conclusively evidenced by their execution of such Securities.

  • Rights of the NIMS Insurer Each of the rights of the NIMS Insurer set forth in this Agreement shall exist so long as (i) the NIMS Insurer has undertaken to guarantee certain payments of notes issued pursuant to an Indenture and (ii) any series of notes issued pursuant to one or more Indentures remain outstanding or the NIMS Insurer is owed amounts in respect of its guarantee of payment on such notes; provided, however, the NIMS Insurer shall not have any rights hereunder (except pursuant to Section 11.01 in the case of clause (ii) below) during the period of time, if any, that (i) the NIMS Insurer has not undertaken to guarantee certain payments of notes issued pursuant to the Indenture or (ii) any default has occurred and is continuing under the insurance policy issued by the NIMS Insurer with respect to such notes.

  • Certain Rights of the Collateral Agent The Collateral Agent shall have the right to take any action with respect to the Collateral, on behalf of all of the Secured Parties. To the extent practical, the Collateral Agent shall request instructions from the Secured Parties with respect to any material act or action (including failure to act) in connection with the Agreement or any other Transaction Document, and shall be entitled to act or refrain from acting in accordance with the instructions of Secured Parties holding a majority in principal amount of Notes (based on then-outstanding principal amounts of Notes at the time of any such determination); if such instructions are not provided despite the Collateral Agent’s request therefor, the Collateral Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled to appropriate indemnification from the Secured Parties in respect of actions to be taken by the Collateral Agent; and the Collateral Agent shall not incur liability to any person or entity by reason of so refraining. Without limiting the foregoing, (a) no Secured Party shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement or any other Transaction Document, and the Debtors shall have no right to question or challenge the authority of, or the instructions given to, the Collateral Agent pursuant to the foregoing and (b) the Collateral Agent shall not be required to take any action which the Collateral Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement, the Transaction Documents or applicable law.

  • Title of the Securities There shall be a Series of Securities designated the “2.800% Senior Notes due 2031.”

  • Issuance of the Securities The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Underlying Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents. The Company has reserved from its duly authorized capital stock a number of shares of Common Stock for issuance of the Underlying Shares at least equal to the Required Minimum on the date hereof.

  • Description of the Securities The Securities and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Prospectus and will be in substantially the respective forms filed or incorporated by reference, as the case may be, as exhibits to the Registration Statement.

  • Rights of the Collateral Agent In the event of any conflict between any terms and provisions set forth in this Agreement and those set forth in any other Security Document, the terms and provisions of this Agreement shall supersede and control the terms and provisions of such other Security Document. In the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Security Documents resulting in adverse claims being made in connection with Collateral held by the Collateral Agent and the terms of this Agreement or any of the other Security Documents do not unambiguously mandate the action the Collateral Agent is to take or not to take in connection therewith under the circumstances then existing, or the Collateral Agent is in doubt as to what action it is required to take or not to take hereunder or under the other Security Documents, it will be entitled to refrain from taking any action (and will incur no liability for doing so) until directed otherwise in writing by a request signed jointly by the parties hereto entitled to give such direction or by order of a court of competent jurisdiction.

  • Authorization of the Securities The Securities have been duly authorized and, at the Closing Time, will have been duly executed by the Company and, when authenticated, issued and delivered in the manner provided for in the Indenture and delivered against payment of the purchase price therefor as provided in this Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law), and will be in the form contemplated by, and entitled to the benefits of, the Indenture.

  • Rights of the Trustee (A) The Trustee may conclusively rely on any document that it believes to be genuine and signed or presented by the proper Person, and the Trustee need not investigate any fact or matter stated in such document.

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