Noteholder Demand for Asset Representations Review Sample Clauses

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.
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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...
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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 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
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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 Harley-Davidson Credit or any Affiliate of Harley-Davidson Credit 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.
Sample 1

Related to Noteholder Demand for Asset Representations Review

  • Successor Asset Representations Reviewer Following the resignation or removal of the Asset Representations Reviewer under Section 5.1, the Issuer will engage as the successor Asset Representations Reviewer a Person that is an Eligible Asset Representations Reviewer. The successor Asset Representations Reviewer will accept its engagement or appointment by executing and delivering to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement or entering into a new Asset Representations Review Agreement with the Issuer that is on substantially the same terms as this Agreement.

  • Asset Representations Reviewer Representative The Asset Representations Reviewer will designate one or more representatives who will be available to the Issuer and the Servicer during the performance of an Asset Review.

  • Audit of Asset Representations Reviewer The Asset Representations Reviewer will permit the Issuer and its authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section 4.9 during the Asset Representations Reviewer’s normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits. The Issuer agrees to make reasonable efforts to schedule any audit described in this Section 4.9 with the inspections described in Section 4.6. The Asset Representations Reviewer will also permit the Issuer and its authorized representatives during normal business hours on reasonable advance written notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement.

  • Eligibility Requirements for Asset Representations Reviewer The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Sponsor, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Sponsor or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date.

  • Indemnification by Asset Representations Reviewer The Asset Representations Reviewer will indemnify each of the Issuer, the Seller, the Servicer, the Administrator, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities (including, but not limited to, reasonable legal fees, costs and expenses, and including any such reasonable fees, costs and expenses incurred in connection with any enforcement (including any action, claim, or suit brought by such indemnified parties) of any indemnification or other obligation of the Asset Representations Reviewer) resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement and (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement. The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

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