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Rights of the Series 2011-1 Certificateholder Sample Clauses

Rights of the Series 2011-1 Certificateholder. The Collateral Certificate shall represent fractional undivided interests in the Master Trust, consisting of the right to receive, to the extent necessary to make the required payments with respect to the Notes at the times and in the amounts and priorities specified in the Indenture and the Indenture Supplements, Collections allocated to Series 2011-1 pursuant to Article IV of the Agreement and this Article IV and funds on deposit in the Collections Account and the Excess Funding Account allocable to the Series 2011-1 Certificateholder pursuant to Article IV of the Agreement and this Article IV (collectively, the “Series 2011-1 Certificateholder’ Interest”); it being understood that the Collateral Certificate shall not represent any interest in any Series Account or Enhancement for the benefit of any other Series or Class. The Servicer shall apply, or instruct the Master Trust Trustee to apply, all funds on deposit in the Collections Account and Excess Funding Account allocable to the Collateral Certificate.
Sample 1

Related to Rights of the Series 2011-1 Certificateholder

  • Depositor as Certificateholder The Depositor in its individual or any other capacity may become the owner or pledgee of Certificates and may otherwise deal with the Owner Trustee or its Affiliates as if it were not the Depositor.

  • Distributions to Certificateholders (a) The Trustee shall establish and maintain a separate account as set forth in Article I (the "Certificate Account"), the purpose of which is to accept deposits from the Servicer and to make distributions to the Certificateholders of the amounts set forth in this Section 4.1. (b) On each Distribution Date, the Trustee or the Paying Agent, if any, shall (i) withdraw from the Certificate Account the Available Distribution Amount for such Distribution Date and shall distribute to each Certificateholder, from the amount so withdrawn and to the extent of the Available Distribution Amount, such Certificateholder's share (based on the aggregate Percentage Interests represented by the Certificates of the applicable Class held by such Certificateholder) of the amounts and in the order of priority as set forth in the definition of "Certificate Distribution Amount", and (ii) distribute Excess Liquidation Proceeds to the Class R Certificateholder by wire transfer in immediately available funds for the account of the Certificateholder, or by any other means of payment acceptable to each Certificateholder of record on the immediately preceding Record Date (other than as provided in Section 9.1 respecting the final distribution), as specified by each such Certificateholder and at the address of such Holder appearing in the Certificate Register; provided, that if the Trustee has appointed a Certificate Administrator, such distributions in (i) and (ii) above shall be made in accordance with written statements received from the Certificate Administrator pursuant to Section 4.3. (c) All reductions in the Certificate Principal Balance of a Certificate effected by distributions of principal or allocations of Realized Losses with respect to Loans made on any Distribution Date shall be binding upon all Holders of such Certificate and of any Certificate issued upon the registration of transfer or exchange therefor or in lieu thereof, whether or not such distribution is noted on such Certificate. The final distribution of principal of each Certificate (and the final distribution with respect to the Class R Certificate upon termination of the Trust Fund) shall be payable in the manner provided above only upon presentation and surrender thereof on or after the Distribution Date therefor at the office or agency of the Trustee or Certificate Administrator, if any, specified in the notice delivered pursuant to Section 4.1(d) or Section 9.1. (d) Whenever, on the basis of Curtailments, Payoffs and Monthly Payments on the Loans and Insurance Proceeds and Liquidation Proceeds received and expected to be received during the applicable Prepayment Period, the Trustee believes, or the Certificate Administrator, if any, has notified the Trustee that it believes, that the entire remaining unpaid Class Principal Balance of any Class of Certificates will become distributable on the next Distribution Date, the Trustee or the Certificate Administrator, if any, shall, no later than the Determination Date of the month of such Distribution Date, mail or cause to be mailed to each Person in whose name a Certificate to be so retired is registered at the close of business on the Record Date, to the Underwriters and to each Rating Agency a notice to the effect that: (i) it is expected that funds sufficient to make such final distribution will be available in the Certificate Account on such Distribution Date, and (ii) if such funds are available, (A) such final distribution will be payable on such Distribution Date, but only upon presentation and surrender of such Certificate at the office or agency of the Certificate Registrar maintained for such purpose (the address of which shall be set forth in such notice), and (B) no interest shall accrue on such Certificate after such Distribution Date.

  • Control by Certificateholders The Holders of Certificates of any Class holding Certificates representing not less than the Required Percentage--Direction of Trustee of the aggregate Voting Rights of the Outstanding Certificates of such Class shall have the right to direct the time, method and place of conducting any Proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee under this Trust Agreement, including any right of the Trustee as holder of the Underlying Securities; provided that: (i) such direction shall not be in conflict with any rule of law or with this Trust Agreement and would not involve the Trustee in personal liability or expense; (ii) the Trustee shall determine, based upon an Opinion of Counsel, that the action so directed would not be unjustly prejudicial to the Holders of Certificates of such Class not taking part in such direction; and (iii) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction.

  • Rights of Certificateholders Section 11.1 Limitation on Rights of Holders.............................. Section 11.2 Access to List of Holders.................................... Section 11.3 Acts of Holders of Certificates..............................

  • Actions of Certificateholders (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Certificate Administrator and, when required, to the Depositor, the Master Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate Administrator, the Depositor, the Special Servicer and the Master Servicer, if made in the manner provided in this Section. (b) The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner which the Certificate Administrator deems sufficient. (c) Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate. (d) The Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.08 as it shall deem necessary.

  • Statements to Certificateholders and Noteholders (a) On each Determination Date the Servicer shall provide to the Indenture Trustee (with a copy to the Rating Agencies), for the Indenture Trustee to make available to each Noteholder of record, and, if NH Credit or an Affiliate is not the Servicer or the Depositor is not the sole Certificateholder, to the Indenture Trustee (if the Indenture Trustee is responsible on the related Payment Date to make the payment required under Section 5.2(a) of the Trust Agreement) or the Trustee (if the Trustee is responsible on the related Payment Date to make the payment required under Section 5.2(a) of the Trust Agreement), for the Indenture Trustee or Trustee, as applicable, to forward to each Certificateholder of record, a statement substantially in the form of Exhibit C, setting forth at least the following information as to each Class of the Notes and the Certificates to the extent applicable: (i) the amount of such distribution allocable to principal of each Class of Notes; (ii) the amount of the distribution allocable to interest on each Class of Notes; (iii) the amount to be distributed to the Certificateholders; (iv) the Pool Balance as of the close of business on the last day of the preceding Collection Period; (v) the aggregate Outstanding Amount and the Note Pool Factor for each Class of Notes as of such Payment Date, after giving effect to payments allocated to principal reported under clause (i) above; (vi) [Reserved]; (vii) the amount of the Servicing Fee paid to the Servicer with respect to the preceding Collection Period; (viii) the amount of the Administration Fee paid to the Administrator in respect of the preceding Collection Period; (ix) the amount of the aggregate Realized Losses, if any, for such Collection Period; (x) the aggregate Purchase Amounts for Receivables, if any, that were repurchased or purchased in such Collection Period; (xi) the balance of the Spread Account on the related Payment Date, after giving effect to changes therein on such Payment Date; (xii) [Reserved]; (xiii) [Reserved]; (xiv) [Reserved]; (xv) [Reserved]; (xvi) [Reserved]; (xvii) [Reserved]; (xviii) [Reserved]; (xix) [Reserved]; (xx) the Specified Spread Account Balance. The Indenture Trustee will make the statement to Noteholders available each month to Noteholders and other parties to the Basic Documents via the Indenture Trustee’s internet website, which is presently located at xxxx://xx.xxxxxxxxxx.xxx. Persons who are unable to use the above website are entitled to have a paper copy mailed to them via first class mail by calling the Indenture Trustee at (000) 000-0000. The Indenture Trustee shall have the right to change the way the statement to Noteholders is distributed in order to make such distribution more convenient and/or more accessible to the above parties and to the Noteholders. The Indenture Trustee shall provide timely and adequate notification to all above parties and to the Noteholders regarding any such change. In connection with any electronic transmissions of information, including without limitation, the use of electronic mail or internet or intranet web sites, the systems used in such transmissions are not fully tested by the Indenture Trustee and may not be completely reliable as to stability, robustness and accuracy. Accordingly, the parties hereto acknowledge and agree that information electronically transmitted as described herein may not be relied upon as timely, accurate or complete and that the Indenture Trustee shall have no liability hereunder in connection with such information transmitted electronically. The parties hereto further acknowledge that any and all systems, software or hardware utilized in posting or retrieving any such information are utilized on an “as is” basis without representation or warranty as to the intended uses of such systems, software or hardware. The Indenture Trustee makes no representation or warranty that the systems and the related software used in connection with the electronic transmission of information are free and clear of threats known as software and hardware viruses, time bombs, logic bombs, Trojan horses, worms, or other malicious computer instructions, intentional devices or techniques which may cause a component or system to become erased, damaged, inoperable, or otherwise incapable of being used in the manner to which it is intended, or which would permit unauthorized access thereto.

  • Payments to Certificateholders 68 Section 4.01. Certificate Account..................................................68 Section 4.02. Distributions........................................................68 Section 4.03. Statements to Certificateholders; Statements to Rating Agencies; Exchange Act Reporting............................................68 Section 4.04. Distribution of Reports to the Trustee and the Company; Advances by the Master Servicer.............................................70

  • Distributions Statements to Certificateholders Certificate Account and Special Payments Account................28 Section 4.02. Distributions from Certificate Account and Special Payments Account.........................................................28 Section 4.03. Statements to Certificateholders................................30 Section 4.04. Investment of Special Payment Moneys............................31 ARTICLE V THE COMPANY

  • Purchase Rights of Certificateholders (a) At any time after the occurrence and during the continuation of a Triggering Event, each Applicable Certificateholder and Class C-1 Certificateholder (each, a "CLASS C CERTIFICATEHOLDER") shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of the Class A-1 Certificates pursuant to the Class A-2 Trust Agreement or any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement) to purchase, for the purchase prices set forth in the Class A-1 Trust Agreement, the Class A-2 Trust Agreement and the Class B Trust Agreement, respectively, all, but not less than all, of the Class A-1 Certificates, the Class A-2 Certificates and the Class B Certificates upon ten days' written notice to the Class A-1 Trustee, the Class A-2 Trustee, the Class B Trustee and (x) if such purchasing Class C Certificateholder is an Applicable Certificateholder, each other Applicable Certificateholder and either (I) if the Class C-1 Trustee shall have made a current list of Class C-1 Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Class C-1 Certificateholder, or (II) if clause (I) is not applicable, the Class C-1 Trustee, or (y) if such purchasing Class C Certificateholder is a Class C-1 Certificateholder, each other Class C-1 Certificateholder and either (I) if the Trustee shall have made a current list of Applicable Certificateholders available to such purchasing Class C Certificateholder upon a request therefor, each Applicable Certificateholder, or (II) if clause (I) is not applicable, the Trustee, PROVIDED that (i) if prior to the end of such ten-day period any other Class C Certificateholder notifies such purchasing Class C Certificateholder that such other Class C Certificateholder wants to participate in such purchase, then such other Class C Certificateholder may join with the purchasing Class C Certificateholder to purchase all, but not less than all, of the Class A-1 Certificates, the Class A-2 Certificates and the Class B Certificates pro rata based on the Class C Fractional Undivided Interest held by each such Class C Certificateholder and (ii) if prior to the end of such ten-day period any other Class C Certificateholder fails to notify the purchasing Class C Certificateholder of such other Class C Certificateholder's desire to participate in such a purchase, then such other Class C Certificateholder shall lose its right to purchase the Class A-1 Certificates, the Class A-2 Certificates and the Class B Certificates pursuant to this Section 4.01(a). After the occurrence and during the continuation of a Triggering Event, the Trustee either shall comply with any request of a Class C-1 Certificateholder for a current list of Applicable Certificateholders or shall forthwith notify each Applicable Certificateholder of any notice received by it from any Class C-1 Certificateholder of its exercise of its rights under the Agreement and the Other Agreements to purchase the Class A-1 Certificates, the Class A-2 Certificates and the Class B Certificates. (b) At any time after the occurrence and during the continuation of a Triggering Event, if the Class C-1 Trustee is then the Controlling Party, each Applicable Certificateholder shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of the Class A-1 Certificates pursuant to the Class A-2 Trust Agreement, any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement or any purchase of Certificates pursuant to clause (a) above) to purchase, for the purchase price set forth in the Class C-1 Trust Agreement, all, but not less than all, of the Class C-1 Certificates upon ten days' written notice to the Class C-1 Trustee and each other Applicable Certificateholder, PROVIDED that (i) if prior to the end of such ten-day period any other Applicable Certificateholder notifies such purchasing Applicable Certificateholder that such other Applicable Certificateholder wants to participate in such purchase, then such other Applicable Certificateholder may join with the purchasing Applicable Certificateholder to purchase all, but not less than all, of the Class C-1 Certificates pro rata based on the Fractional Undivided Interest in the Applicable Trust held by each such Applicable Certificateholder and (ii) if prior to the end of such ten-day period any other Applicable Certificateholder fails to notify the purchasing Applicable Certificateholder of such other Applicable Certificateholder's desire to participate in such a purchase, then such other Applicable Certificateholder shall lose its right to purchase the Class C-1 Certificates pursuant to this Section 4.01(b). (c) By acceptance of its Applicable Certificate, each Applicable Certificateholder agrees that at any time after the occurrence and during the continuation of a Triggering Event, (i) if the Trustee is then the Controlling Party, each Class C-1 Certificateholder shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of the Class A-1 Certificates pursuant to the Class A-2 Trust Agreement, any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement or any purchase of Certificates pursuant to clause (a) above) to purchase all, but not less than all, of the Applicable Certificates upon ten days' written notice to the Trustee and each other Class C-1 Certificateholder, PROVIDED that (A) if prior to the end of such ten-day period any other Class C-1 Certificateholder notifies such purchasing Class C-1 Certificateholder that such other Class C-1 Certificateholder wants to participate in such purchase, then such other Class C-1 Certificateholder may join with the purchasing Class C-1 Certificateholder to purchase all, but not less than all, of the Applicable Certificates pro rata based on the Fractional Undivided Interest in the Class C-1 Trust held by each such Class C-1 Certificateholder and (B) if prior to the end of such ten-day period any other Class C-1 Certificateholder fails to notify the purchasing Class C-1 Certificateholder of such other Class C-1 Certificateholder's desire to participate in such a purchase, then such other Class C-1 Certificateholder shall lose its right to purchase the Applicable Certificates pursuant to this Section 4.01(c); and (ii) each holder of a Class D Certificate (a "CLASS D CERTIFICATEHOLDER") shall have the right (which shall not expire upon any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust Agreement, any purchase of the Class A-1 Certificates pursuant to the Class A-2 Trust Agreement, any purchase of the Class A-1 Certificates and the Class A-2 Certificates pursuant to the Class B Trust Agreement or any purchase of Certificates pursuant to clause (a), (b) or (c)(i) above) to purchase all, but not less than all, of the Class A-1 Certificates, the Class A-2 Certificates, the Class B Certificates, the Class C-1 Certificates and the Applicable Certificates upon ten days' written notice to the Class A-1 Trustee, the Class A-2 Trustee, the Class B Trustee, the Class C-1 Trustee, the Trustee and each other Class D Certificateholder, PROVIDED that (A) if prior to the end of such ten-day period any other Class D Certificateholder notifies such purchasing Class D Certificateholder that such other Class D Certificateholder wants to participate in such purchase, then such other Class D Certificateholder may join with the purchasing Class D Certificateholder to purchase all, but not less than all, of the Class A-1 Certificates, the Class A-2 Certificates, the Class B Certificates, the Class C-1 Certificates and the Applicable Certificates pro rata based on the Fractional Undivided Interest in the Class D Trust held by each such Class D Certificateholder and (B) if prior to the end of such ten-day period any other Class D Certificateholder fails to notify the purchasing Class D Certificateholder of such other Class D Certificateholder's desire to participate in such a purchase, then such other Class D Certificateholder shall lose its right to purchase the Class A-1 Certificates, the Class A-2 Certificates, the Class B Certificates, the Class C-1 Certificates and the Applicable Certificates pursuant to this Section 4.01(c). The purchase price with respect to the Applicable Certificates shall be equal to the Pool Balance of the Applicable Certificates, together with accrued and unpaid interest thereon to the date of such purchase, without premium, but including any other amounts then due and payable to the Applicable Certificateholders under the Agreement, the Intercreditor Agreement, the Escrow Agreement or any Note Document or on or in respect of the Applicable Certificates; PROVIDED, HOWEVER, that no such purchase of Applicable Certificates shall be effective unless the purchaser(s) shall certify to the Trustee that contemporaneously with such purchase, such purchaser(s) is (are) purchasing, pursuant to the terms of the Agreement and the Other Agreements, (A) in the case of any purchase of the Applicable Certificates pursuant to clause (c)(i) above, all of the Applicable Certificates, or (B) in all other cases, the Class A-1 Certificates, the Class A-2 Certificates, the Class B Certificates, the Class C-1 Certificates and the Applicable Certificates that are senior to the securities held by such purchaser(s). Each payment of the purchase price of the Applicable Certificates referred to in the first sentence hereof shall be made to an account or accounts designated by the Trustee and each such purchase shall be subject to the terms of this Section 4.01(b). Each Applicable Certificateholder agrees by its acceptance of its Applicable Certificate that (at any time after the occurrence and during the continuation of a Triggering Event) it will, upon payment from such Class C-1 Certificateholder(s) or Class D Certificateholder(s), as the case may be, of the purchase price set forth in the first sentence of this paragraph, (i) forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without recourse, representation or warranty of any kind except for its own acts), all of the right, title, interest and obligation of such Applicable Certificateholder in the Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents and all Applicable Certificates and Escrow Receipts held by such Applicable Certificateholder (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable as respects any action or inaction or state of affairs occurring prior to such sale) (and the purchaser shall assume all of such Applicable Certificateholder's obligations under the Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents and all such Applicable Certificates and Escrow Receipts), (ii) if such purchase occurs after a record date specified in Section 2.03 of the Escrow Agreement relating to the distribution of unused Deposits and/or accrued and unpaid interest on Deposits and prior to or on the related distribution date thereunder, forthwith turn over to the purchaser(s) of its Applicable Certificate all amounts, if any, received by it on account of such distribution, and (iii) if such purchase occurs after a Record Date relating to any distribution and prior to or on the related Distribution Date, forthwith turn over to the purchaser(s) of its Applicable Certificate all amounts, if any, received by it on account of such distribution. The Applicable Certificates will be deemed to be purchased on the date payment of the purchase price is made notwithstanding the failure of the Applicable Certificateholders to deliver any Applicable Certificates and, upon such a purchase, (I) the only rights of the Applicable Certificateholders will be to deliver the Applicable Certificates to the purchaser(s) and receive the purchase price for such Applicable Certificates and (II) if the purchaser(s) shall so request, such Applicable Certificateholder will comply with all the provisions of Section 3.04 of the Basic Agreement to enable new Applicable Certificates to be issued to the purchaser in such denominations as it shall request. All charges and expenses in connection with the issuance of any such new Applicable Certificates shall be borne by the purchaser thereof.

  • Holder or Certificateholder The registered owner of any Certificate as recorded on the books of the Certificate Registrar except that, solely for the purposes of taking any action or giving any consent pursuant to this Agreement, any Certificate registered in the name of the Depositor, the Trustee, the Master Servicer, any Servicer, the Cap Provider, the Credit Risk Manager, or any Affiliate thereof shall be deemed not to be outstanding in determining whether the requisite percentage necessary to effect any such consent has been obtained, except that, in determining whether the Trustee shall be protected in relying upon any such consent, only Certificates which a Responsible Officer of the Trustee knows to be so owned shall be disregarded. The Trustee may request and conclusively rely on certifications by the Depositor, the Master Servicer, the applicable Servicer, the Cap Provider or the Credit Risk Manager in determining whether any Certificates are registered to an Affiliate of the Depositor, the Master Servicer, any Servicer, the Cap Provider or the Credit Risk Manager.

Most Referenced Clauses

Most Referenced Definitions