Voting of First Mortgage Bonds Held by the Trustee Sample Clauses

Voting of First Mortgage Bonds Held by the Trustee. The Trustee, as a holder of First Mortgage Bonds, may attend any meeting of bondholders under the Mortgage Indenture. Either at such meeting, or otherwise where consent of holders of First Mortgage Bonds of the Company is sought without a meeting, the Trustee may vote the First Mortgage Bonds held by it, or may consent with respect thereto, as the Trustee deems to be in the best interests of the Bondholders; provided, however, that so long as the Bond Insurance Policy is in full force and effect and no Bond Insurer Default exists, (i) the Trustee shall not consent to any proposed amendment, change, modification, direction, waiver, consent or any other course of action without the prior written consent of the Bond Insurer, and (ii) the Trustee shall promptly notify the Bond Insurer of any notice which the Trustee receives from the Mortgage Indenture Trustee and of any proposed amendment to the Mortgage Indenture or any other proposed change, modification, direction, waiver or consent or other course of action, and (iii) the Bond Insurer shall be entitled to exercise all rights (including voting rights) in respect of the First Mortgage Bonds, and the Trustee shall be required to accept notice from, and the direction of, the Bond Insurer in connection with any such exercise of rights. Notwithstanding the foregoing, the Trustee shall not vote any of the First Mortgage Bonds held by it in favor of, or give its consent to, any action which, in the Trustee's opinion, would materially adversely affect the interest of the Bondholders, except upon notification by the Trustee to the Bond Insurer and the Bondholders of such proposal and consent thereto of the Bond Insurer and at least fifty-one percent (51%) in aggregate principal amount of all the Outstanding Bonds which would be affected by the proposed action and, if such proposal would so affect the rights of some but less than all the Outstanding Bonds, the consent thereto of the Bond Insurer and the Holders of at least fifty-one percent (51%) in aggregate principal amount of the Bonds so affected, and the Trustee shall not, without the consent of the Bond Insurer and the unanimous consent of the Holders of all Bonds then Outstanding, vote any of the First Mortgage Bonds held by it in favor, or give its consent to, any action which would (1) decrease the amounts payable on the First Mortgage Bonds held by the Trustee or (2) change the date of payment of any installment of principal or interest, or change the rede...
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Voting of First Mortgage Bonds Held by the Trustee. ..44 Section 12.06. Notice to Rating Agencies and the Bond Insurer................45 ARTICLE XIII DEFEASANCE
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Voting of First Mortgage Bonds Held by the Trustee. The Trustee, as a holder of First Mortgage Bonds, shall attend any meeting of bondholders under the First Mortgage as to which it receives due notice. So long as no event of default shall have occurred and be continuing, either at such meeting, or otherwise where consent of holders of first mortgage bonds of the Company is sought without a meeting, the Trustee shall vote as such holder, or shall consent with respect thereto, proportionately with what the Trustee, based on the advice of the First Mortgage Trustee, reasonably believes will be the vote or consent of all other first mortgage bonds of the Company then outstanding and eligible to vote or consent. Notwithstanding the foregoing, the Trustee shall not vote as such holder in favor of, or give its consent to, any action which, in the Trustee's opinion, would materially adversely affect the interests of the Bondholders, except upon notification by the Trustee to the Bondholders of such proposal and consent thereto of the holders of at least 50% in aggregate principal amount of the Bonds then outstanding and, if such action would also affect one or more but less than all series of Bonds, the consent thereto of the holders of at least 50% in aggregate principal amount of all the outstanding Bonds of such series so affected and, if such proposal would also affect the rights of some but less than all the outstanding Bonds of any one series, the consent thereto of the holders of at least 50% in aggregate principal amount of the Bonds so affected.
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Voting of First Mortgage Bonds Held by the Trustee. The Trustee, as a registered owner of First Mortgage Bonds, may attend any meeting of bondholders under the Mortgage Indenture. Either at such meeting, or otherwise where consent of registered owners of First Mortgage Bonds is sought without a meeting, the Trustee may vote the First Mortgage Bonds held by it, or may consent with respect thereto, as directed by a majority of the registered owners of the Bonds. Notwithstanding the foregoing, the Trustee may not vote any of the First Mortgage Bonds held by it in favor of, or give its consent to, any action which, in the Trustee’s opinion, would materially adversely affect the interests of the Bondholders, except upon notification by the Trustee to the Bondholders of such proposal and consent thereto of at least a majority in aggregate principal amount of all the Outstanding Bonds; and the Trustee may not, without the unanimous consent of the registered owners of all Bonds then Outstanding, vote any of the First Mortgage Bonds held by it in favor, or give its consent to, any action which would (1) decrease the amounts payable on the First Mortgage Bonds held by the Trustee or (2) change the maturity date or the date of payment of any installment of interest, or change the redemption provisions of, the First Mortgage Bonds held by the Trustee, except as described in Section 9.6 hereof.
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Related to Voting of First Mortgage Bonds Held by the Trustee

  • Securityholders Authorize Trustee to Effectuate Subordination of Securities Each Holder of Securities by its acceptance of them authorizes and expressly directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate, as between the holders of Senior Debt and the Holders of Securities, the subordination provided in this Article Ten, and appoints the Trustee its attorney-in-fact for such purposes, including, in the event of any dissolution, winding-up, liquidation or reorganization of the Company (whether in bankruptcy, insolvency, receivership, reorganization or similar proceedings or upon an assignment for the benefit of credits or otherwise) tending towards liquidation of the business and assets of the Company, the filing of a claim for the unpaid balance of its Securities and accrued interest in the form required in those proceedings. If the Trustee does not file a proper claim or proof of debt in the form required in such proceeding prior to 30 days before the expiration of the time to file such claim or claims, then the holders of the Senior Debt or their Representative are or is hereby authorized to have the right to file and are or is hereby authorized to file an appropriate claim for and on behalf of the Holders of said Securities. Nothing herein contained shall be deemed to authorize the Trustee or the holders of Senior Debt or their Representative to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof, or to authorize the Trustee or the holders of Senior Debt or their Representative to vote in respect of the claim of any Holder in any such proceeding.

  • Registration of the Notes and Each Note Holder The Agent shall keep or cause to be kept at the Agent Office books (the “Note Register”) for the registration and transfer of the Notes. The Agent shall serve as the initial note registrar and the Agent hereby accepts such appointment. The names and addresses of the holders of the Notes and the names and addresses of any transferee of any Note of which the Agent has received notice, in the form of a copy of the assignment and assumption agreement referred to in this Section 15, shall be registered in the Note Register. The Person in whose name a Note is so registered shall be deemed and treated as the sole owner and holder thereof for all purposes of this Agreement. Upon request of a Note Holder, the Agent shall provide such party with the names and addresses of each other Note Holder. To the extent the Trustee or another party is appointed as Agent hereunder, each Note Holder hereby designates such person as its agent under this Section 15 solely for purposes of maintaining the Note Register. In connection with any Transfer of a Note (but excluding any Pledgee unless and until it realizes on its Pledge), a transferee shall execute an assignment and assumption agreement (unless the transferee is a Securitization Trust and the related pooling and servicing agreement requires the parties thereto to comply with this Agreement), whereby such transferee assumes all of the obligations of the applicable Note Holder hereunder with respect to such Note thereafter accruing and agrees to be bound by the terms of this Agreement, including the applicable restriction on Transfers set forth in Section 14, from and after the date of such assignment. No transfer of a Note may be made unless it is registered on the Note Register, and the Agent shall not recognize any attempted or purported transfer of any Note in violation of the provisions of Section 14 and this Section 15. Any such purported transfer shall be absolutely null and void and shall vest no rights in the purported transferee. Each Note Holder desiring to effect such transfer shall, and does hereby agree to, indemnify the Agent and each other Note Holder against any liability that may result if the transfer is not made in accordance with the provisions of this Agreement.

  • Certain Rights of the Trustee In furtherance of and subject to the Trust Indenture Act of 1939, and subject to Section 5.01:

  • Replacement of the Trustee (A) Notwithstanding anything to the contrary in this Section 10.07, a resignation or removal of the Trustee, and the appointment of a successor Trustee, will become effective only upon such successor Trustee’s acceptance of appointment as provided in this Section 10.07.

  • Individual Rights of the Trustee The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer or an Affiliate of the Issuer with the same rights it would have if it were not Trustee. Any Paying Agent, Transfer Agent and Registrar, co-registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 11.9 and 11.11.

  • Appointment, Removal and Resignation of Preferred Guarantee Trustee (a) Subject to Section 4.2(b), the Preferred Guarantee Trustee may be appointed or removed without cause at any time by the Guarantor.

  • Replacement of Notes Upon receipt by the Company at the address and to the attention of the designated officer (all as specified in Section 18(iii)) of evidence reasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

  • 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.

  • Rating of Notes The Depositor shall take all reasonable action necessary to enable each Rating Agency to provide the Notes with the ratings indicated in the Ratings Free Writing Prospectus from the nationally recognized statistical rating organizations named therein.

  • Amendments With Consent of Certificateholders and Noteholders This Agreement may be amended from time to time by the Depositor and the Owner Trustee with the consent of Noteholders whose Notes evidence not less than a majority of the Outstanding Amount of the Controlling Class as of the close of the preceding Distribution Date and, if any Person other than the Depositor or an Affiliate of the Depositor holds any Certificates, the consent of the Majority Certificateholders as of the close of the preceding Distribution Date (which consent, whether given pursuant to this Section 8.2 or pursuant to any other provision of this Agreement, shall be conclusive and binding on such Person and on all future holders of such Notes or Certificates and of any Notes or Certificates issued upon the transfer thereof or in exchange thereof or in lieu thereof whether or not notation of such consent is made upon any Notes or Certificates) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (a) without the consent of the holder of the affected Note or Certificate, as applicable, increase or reduce the interest rate or principal amount of any Note or change any Distribution Date or the Final Scheduled Distribution Date of any Note or distributions on the Certificates (without the consent of the holders hereof), (b) increase or reduce the amount of the required Specified Reserve Account Balance without the consent of all of the Noteholders or Certificateholders then outstanding, (c) adversely affect the rating of any Securities by any of the Rating Agencies without the consent of the holders of two-thirds of the Outstanding Amount of an affected class of Notes or two-thirds of the Voting Interests of affected Certificates, as appropriate, each as of the close of the preceding Distribution Date or (d) reduce the aforesaid percentage required to consent to any such amendment, without the consent of the holders of all Notes and Certificates then outstanding. The Depositor shall furnish notice to each of the Rating Agencies prior to obtaining consent to any proposed amendment under this Section 8.2. Notwithstanding anything to the contrary herein, an Opinion of Counsel shall be delivered to the effect that such amendment would not cause the Trust to fail to qualify as a grantor trust for United States federal income tax purposes.

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