Noteholder Demand for Asset Representations Review Clause Samples
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Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders or Note Owners of at least 5% of the aggregate Note Balance of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Notes is reached, if the Noteholders or Note Owners of a majority of the Note Balance of Notes vote to direct a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Noteholders or Note Owners have voted to direct the Asset Representations Reviewer to conduct the Review.
Noteholder Demand for Asset Representations Review. (a) If the Delinquency Percentage for any Distribution Date exceeds the Delinquency Trigger, a Noteholder (if the Notes are represented by Definitive Notes) or a Verified Note Owner (if the Notes are represented by Book-Entry Notes), may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct an Asset Representations Review under the Asset Representations Review Agreement. If Noteholders and Note Owners that collectively hold Notes evidencing at least 5% of the aggregate Outstanding Amount of the Notes (other than the Class N Notes) as of the date of filing the Form 10-D that disclosed that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger demand a vote within 90 calendar days of the filing of such Form 10-D, the Indenture Trustee will promptly request a vote of the Noteholders and Note Owners as described in Section 12.2(b) below; provided, that for the purpose of determining the holders of the Notes Outstanding, any Notes held by the Sponsor or any of its Affiliates shall not be included in such calculation.
(b) Upon the direction of the requisite Noteholders or Note Owners set forth in Section 12.2 (a), the Indenture Trustee shall conduct a vote of all Noteholders in accordance with the Indenture Trustee’s standard vote solicitation process and shall cause a vote to be conducted in accordance with applicable Depository Trust Company procedures of all Noteholders and Note Owners. The Indenture Trustee shall provide to the Depositor, to the extent available from the Depository Trust Company, if applicable, the voting instructions and procedures applicable to the Noteholders and Note Owners to be included in the Form 10-D filed by the Issuing Entity with the Commission. Such Form 10-D will also include a statement that sufficient Noteholders are requesting a full Noteholder vote to commence an Asset Representations Review and will describe the applicable voting deadline. Each Noteholder that elects to vote shall vote on the issue of whether or not the Asset Representations Reviewer should be directed to conduct an Asset Representations Review. The vote will remain open until the 150th day after the filing of the Form 10-D reporting that the Delinquency Percentage for the related Distribution Date exceeds the Delinquency Trigger.
(c) In the event that a Verified Note Owner exercises its right to vo...
Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, as reported on Form 10-D, a Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Leases under the Asset Representations Review Agreement. In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar
Noteholder Demand for Asset Representations Review. If a Delinquency Trigger occurs, a Noteholder may make a demand on the Indenture Trustee to cause a vote of the Noteholders about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Contracts under the Asset Representations Review Agreement. In the case of a Holder of a Book-Entry Note, each demand must be accompanied by a certification from that Person that it is a Noteholder, together with at least one form of documentation evidencing its ownership of a Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Noteholders of at least 5% of the aggregate principal amount of the Notes (excluding the Sponsor or any Affiliate of the Sponsor that is also a Noteholder) demand a vote within [90] days of the filing of the Form 10-D reporting the occurrence of the Delinquency Trigger, the Indenture Trustee will promptly request a vote of the Noteholders through the Clearing Agency. The vote will remain open until the [150th] day after the filing of the Form 10-D. Assuming a voting quorum of the Noteholders holding at least [5%] of the aggregate principal amount of the Notes is reached, if the Noteholders of a majority of the aggregate principal balance of the Notes voted agree to a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement directing the Asset Representations Reviewer to conduct the Review.