Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient. (i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register. (ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding. (d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section. (e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date. (f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note. (g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part. (h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices. (i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date. (j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 4 contracts
Sources: Indenture (Chase Card Funding LLC), Indenture (Chase Issuance Trust), Indenture (Chase Issuance Trust)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture Agreement to be given or taken by Noteholders in their capacity as Trust Beneficiaries or otherwise (collectively, an “Act” of any Seriessuch Noteholders, Class which term shall also refer to the instruments or Tranche record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders maywriting or, alternatively, may be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04Article X of the Indenture, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record record, or both, are delivered to the Indenture Insurance Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 7.015.01) conclusive in favor of the Indenture Insurance Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.046.01. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04the Indenture.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Insurance Trustee deems sufficient.
(i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(iic) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificateNotes, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the any Person so executing such instrument or writing and the date or dates of holding the same may also shall be proved by the Note Register in any other manner which accordance with the Indenture Trustee deems sufficient; and the Indenture Insurance Trustee may in any instance require further proof with respect shall not be affected by notice to any of the matters referred to in this Sectioncontrary.
(ed) If Any act of any Noteholder (i) shall bind the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation holder of such Action or the date Note and every future Noteholder of the most recent list of Noteholders furnished to same Note and the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder Noteholder of every Note issued upon the transfer thereof or in the exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such NoteNote and whether or not such Noteholder has given its consent (unless required under this Insurance) to such Act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including the Issuer or any Affiliate thereof.
(e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Noteholder may be revoked with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) or any subsequent Noteholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable.
(f) For purposes of this Agreement, Noteholder meetings shall be conducted in accordance with Article X and other provisions of the Indenture including, without limitation, the determination of whether the Noteholders’ requisite aggregate principal amount of Notes concurring for any request, demand, authorization, direction, notice, consent and waiver or other act under this Agreement.
(g) Without limiting Subject to the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part rights of the principal amount Insurer, if, under the terms of the Indenture, there is to be any vote of, or consent or approval sought from, the holders of Covered Interest Period Amounts, the Insurance Trustee will seek instruction from the Trust Beneficiaries in respect of such Note vote, consent or by one approval and will only provide such vote, consent or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect approval as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound instructed by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolvedTrust Beneficiaries.
Appears in 4 contracts
Sources: Insurance Trust Agreement (Brasil Telecom Holding Co), Insurance Trust Agreement (Brasil Telecom Sa), Indenture (Brasil Telecom Sa)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectivelyeach, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.0111.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note Noteholder will bind the Holder all subsequent Holders of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereofsuch Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action is made upon such Note.
(ge) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(hf) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 4 contracts
Sources: Indenture (Home Loan Servicing Solutions, Ltd.), Indenture (Home Loan Servicing Solutions, Ltd.), Indenture (Home Loan Servicing Solutions, Ltd.)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”"action") provided by this Indenture to be given or taken by Noteholders of any Series, Class series or Tranche class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 7.01801) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(c) (i) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 4 contracts
Sources: Indenture (Daimlerchrysler Master Owner Trust), Indenture (Daimlerchrysler Wholesale Receivables LLC), Indenture (Carco Auto Loan Master Trust)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an “Act” of any Seriessuch Noteholders, Class which term also shall refer to the instruments or Tranche record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders maywriting or, alternatively, may be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04Article X, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record record, or both, are delivered to the Indenture Trustee, and, where and when it is hereby expressly requiredspecifically required herein, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingIssuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.018.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.049.1. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0410.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(iic) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificateNotes, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing any Person, and the date or dates of holding the same may also same, shall be proved in any other manner which by the Indenture Trustee deems sufficient; Note Register and the Indenture Trustee may in any instance require further proof with respect shall not be affected by notice to any of the matters referred to in this Sectioncontrary.
(ed) If Any act of any Noteholder (i) shall bind the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation holder of such Action or the date Note and every future Noteholder of the most recent list of Noteholders furnished to same Note and the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder Noteholder of every Note issued upon the transfer thereof or in the exchange therefor therefore or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such NoteNote and whether or not such Noteholder has given its consent (unless required under this Indenture) to such Act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including the Issuer or any Affiliate thereof.
(e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Noteholder may be revoked with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) or any subsequent Noteholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable.
(f) Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the Issuer, bear a notation in form approved by the Issuer as to any action taken by such Act of Noteholders. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.
(g) Without limiting The Issuer may, in the foregoingcircumstances permitted by the Trust Indenture Act, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph but shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoingnot be obligated to, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners Noteholders entitled to sign any instrument evidencing or embodying an Act of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders on those Persons who were Noteholders at such record date (or their duly appointed proxy or proxiesagents), and only such those Persons, shall be entitled to make, give sign any such instrument evidencing or take embodying an Act of Noteholders or to revoke any such Actioninstrument previously signed, whether or not such Holders remain Holders Persons continue to be Noteholders after such record date. No such Action instrument shall be valid or effective if made, given or taken signed more than 90 days after such record date, and may be revoked as provided in paragraph (e) above.
(jh) Notwithstanding The Initial Notes and the Exchange Notes shall vote and consent together on all matters as one class, and none of the Notes, and no tranche of Notes, shall have the right to vote or consent as a separate class on any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolvedmatter.
Appears in 4 contracts
Sources: Indenture (Ambev S.A.), Indenture (InBev Corporate Holdings Inc.), Indenture (CSN Islands IX Corp.)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectivelyeach, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.0111.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note Noteholder will bind the Holder all subsequent Noteholders of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereofsuch Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action is made upon such Note.
(ge) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part.
(hf) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a HolderNoteholder, including a Depository that is the Holder Noteholder of a Global NoteNote representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders, and a Depository that is the Holder Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices.
(ig) The Issuing Entity Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders Noteholders remain Holders Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 3 contracts
Sources: Indenture (PennyMac Mortgage Investment Trust), Indenture (Nationstar Mortgage Holdings Inc.), Indenture (Nationstar Mortgage Holdings Inc.)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture or any Indenture Supplement to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent agents duly appointed in writing. If Notes of a Series, Class or Tranche are issuable ; and except as otherwise expressly provided in whole this Indenture or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by Supplement such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein in this Indenture or in any Indenture Supplement and evidenced thereby) are herein sometimes referred to in this Indenture as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture or any Indenture Supplement and (subject to Section 7.01Article XI) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0415.03.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified hereinThe ownership, principal balance and serial numbers of the ownership Notes, and the date of Registered Notes will holding the same, shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will Issuer shall solicit from the Holders Noteholders any Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, the Issuing Entity Issuer may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders Noteholders entitled to give such Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuing Entity will Issuer shall have no obligation to do so. Any such record date shall be fixed at the Issuer’s discretion. If not set by the Issuing Entity does not so fix Issuer prior to the first solicitation of a record dateNoteholder made by any Person in respect of any such matters referred to in the foregoing sentence, such record date will shall be the later of 30 date thirty (30) days before the prior to such first solicitation of Noteholders. If such Action a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action other Act may be sought or given before or after the record date, but only the Holders Noteholders of record at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes purpose of determining whether Holders Noteholders of the requisite proportion of the Notes Outstanding have authorized or agreed or consented to such Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding will shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(fe) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will Notes shall bind the Holder of every Note issued upon the transfer registration thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee Trustee, the Servicer or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(gf) Without limiting the foregoing, a Holder Noteholder entitled hereunder or under any Indenture Supplement to take any Action action hereunder or thereunder with regard to any particular Note may do so with regard to all or any part of the principal amount balance of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts balance of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partNote.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 3 contracts
Sources: Indenture (Landmark Infrastructure Partners LP), Indenture (American Tower Corp /Ma/), Indenture (American Tower Corp /Ma/)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectivelyeach, an “Action”) provided by this Base Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Base Indenture and (subject to Section 7.0111.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note a Noteholder will bind the Holder all subsequent Noteholders of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereofsuch Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action is made upon such Note.
(ge) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part.
(hf) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a HolderNoteholder, including a Depository that is the Holder Noteholder of a Global NoteNote representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Base Indenture to be made, given or taken by Holdersa Noteholder, and a Depository that is the Holder Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices.
(ig) The Issuing Entity Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Base Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders Noteholders remain Holders Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 ninety (90) days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 3 contracts
Sources: Base Indenture (Mr. Cooper Group Inc.), Base Indenture (loanDepot, Inc.), Base Indenture (PennyMac Financial Services, Inc.)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies proxy duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04and, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.3(a).
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and, where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified hereinIn determining whether the Noteholders have given any Direction under this Indenture, Notes owned by the Issuer, the ownership Equityholder or any Affiliate of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate Person shall be disregarded and deemed not to be Outstanding for purposes of any Bearer Note specified therein will such determination. In determining whether the Trustee shall be presumed protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to continue for a period be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person or Persons owns 100% of one year from the date of such certificate unless at the time Notes of any determination of class Outstanding, such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to Notes shall not be Outstandingso disregarded as aforesaid.
(d) The fact and date Notwithstanding the definition of execution of any such instrument or writing“Record Date”, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity Issuer may, at its option, by an delivery of Officer’s Certificate and consistent with Certificate(s) to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Notes of any class entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soNotes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer’s Certificate, which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record the applicable class at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders of Noteholders holding the requisite proportion of Outstanding Notes Outstanding of such class have authorized or authorized, agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such class shall be computed as of the such record date; provided provided, that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder Noteholder of any Note will shall bind the Holder Noteholder of every Note issued upon the transfer thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is any Direction or other action by the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Beneficial Holder of any Beneficial Interest in any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions shall bind any transferee of Section 13.06 if such Repurchase Request is not otherwise resolvedBeneficial Interest.
Appears in 3 contracts
Sources: Indenture (Alexza Pharmaceuticals Inc.), Indenture (Alexza Pharmaceuticals Inc.), Indenture (Alexza Pharmaceuticals Inc.)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “"Action”") provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(c) (i) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 3 contracts
Sources: Indenture Agreement (First Usa Credit Card Master Trust), Indenture (Bank One Delaware National Association), Indenture (Chase Manhattan Bank Usa)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders holders of any Seriesthe Group I or Group II Notes, Class or Tranche as applicable, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders holders of the Group I or Group II Notes, as applicable, in person or by an agent agents duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in ; and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, provided such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders holders of the Group I or Group II Notes, as applicable, signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.016.01) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which that the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will Group I or Group II Notes, as applicable, shall be proved by the Note Register.
(iid) The ownership of Bearer Notes Any request, demand, authorization, direction, notice, consent, waiver or coupons will be proved other action by the production holder of such Bearer Notes any Group I or coupons or by a certificate, satisfactory to the Issuing Entity, executedGroup II Notes, as depositoryapplicable, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will shall bind the Holder holder of every Note Group I or Group II Note, respectively, issued upon the transfer registration thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all Group I or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Group II Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practicesas applicable.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 3 contracts
Sources: Indenture (Keycorp Student Loan Trust 2002-A), Indenture (Keycorp Student Loan Trust 2001-A), Indenture (Key Bank Usa National Association)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies proxy duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04and, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.3(a).
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and, where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(c) In determining whether the Noteholders have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “Direction”) under this Indenture, Notes owned by the Issuer, the Parent or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) Except if any such Person owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as otherwise specified hereinaforesaid, the ownership of Registered Notes will be proved by the Note Register.
and (ii) The ownership if any amount of Bearer Notes or coupons will be proved by the production of such Bearer class so owned by any such Person have been pledged in good faith, such Notes or coupons or by a certificate, satisfactory shall not be disregarded as aforesaid if the pledgee establishes to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory satisfaction of the Trustee the pledgee’s right so to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited act with or exhibited respect to such bankNotes and that the pledgee is not the Issuer, trust company, recognized securities dealer the Parent or depository by the Person named in such certificate. Any such certificate may be issued in respect an Affiliate of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be OutstandingPerson.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity Issuer may, at its option, by an delivery of Officer’s Certificate and consistent with Certificate(s) to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Notes of any class entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soNotes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer’s Certificate, which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record the applicable class at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Notes Outstanding of such class have authorized or authorized, agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such class shall be computed as of the such record date; provided provided, that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder Noteholder of any Note will shall bind the Holder Noteholder of every Note issued upon the transfer thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is any Direction or other action by the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Beneficial Holder of any Beneficial Interest in any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions shall bind any transferee of Section 13.06 if such Repurchase Request is not otherwise resolvedBeneficial Interest.
Appears in 3 contracts
Sources: Indenture (Supernus Pharmaceuticals Inc), Indenture (Encysive Pharmaceuticals Inc), Indenture (Insite Vision Inc)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”"action") provided by this Indenture to be given or taken by Noteholders of any Series, Class series or Tranche class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 7.01801) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(i) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing EntityIssuer, executed, as depository, executed by any bank, trust company, company or recognized securities dealer or depositorydealer, wherever situated, satisfactory to the Issuing EntityIssuer. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, company or recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity Issuer will solicit from the Holders any Actionaction, the Issuing Entity Issuer may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act's Certificate, fix in advance a record date for the determination of Holders entitled to give such Actionaction, but the Issuing Entity Issuer will have no obligation to do so. If the Issuing Entity Issuer does not so fix a record date, such record date will be the later of 30 thirty (30) days before the first solicitation of such Action action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 901 before such solicitation. Such Action action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Actionaction, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six (6) months after the record date.
(fe) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 2 contracts
Sources: Indenture (Daimlerchrysler Master Owner Trust), Indenture (Daimlerchrysler Master Owner Trust)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies proxy duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04and, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.3(a).
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and, where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(c) In determining whether the Noteholders or Beneficial Holders have given any Direction under this Indenture or any other Transaction Document, Notes owned by (i) Except any Noteholder or Beneficial Holder that has not delivered to the Trustee a Confidentiality Agreement or a written certification in the form attached as otherwise specified hereinExhibit H in which such Noteholder or Beneficial Holder certifies it is not a Restricted Party, the ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes any Noteholder or coupons will be proved Beneficial Holder that has delivered the Confidentiality Agreement or the written certification referred to in clause (i) above, but is nonetheless determined in good faith after reasonable investigation by the production Issuer, or the Servicer on its behalf, to be a Restricted Party or (iii) any other Non-Permitted Holder, the Issuer, the Equityholder, Theravance Biopharma or any Affiliate of any such Bearer Person, shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued Beneficial Interests in respect of one which the Trustee has received a Confidentiality Agreement or more Bearer a written certification in the form attached as Exhibit H that the Noteholder or Beneficial Holder is not a Restricted Party shall be included; provided that Notes or coupons specified therein. The holding Beneficial Interests owned by any Noteholder or Beneficial Holder that has delivered the Confidentiality Agreement or the written certification referred to in clause (i) above, but is nonetheless determined in good faith after reasonable investigation by the Person named Issuer, or the Servicer on its behalf, to be a Restricted Party as expressly so stated in a written notice delivered to the Trustee, shall not be included. Notwithstanding the foregoing, if Theravance Biopharma or any such certificate of its Affiliates owns 100% of the Notes of any Bearer Note specified therein will class Outstanding, such Notes shall not be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstandingso disregarded as aforesaid.
(d) The fact and date Notwithstanding the definition of execution of any such instrument or writing, “Record Date,” the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity Issuer may, at its option, by an delivery of Officer’s Certificate and consistent with Certificate(s) to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Notes of any class entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soNotes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of 30 record date specified in such Officer’s Certificate, which shall be a date not more than thirty (30) days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record the applicable class at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders of Noteholders holding the requisite proportion of Outstanding Notes Outstanding of such class have authorized or authorized, agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such class shall be computed as of the such record date; provided provided, that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder Noteholder of any Note will shall bind the Holder Noteholder of every Note issued upon the transfer thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is any Direction or other action by the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Beneficial Holder of any Beneficial Interest in any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions shall bind any transferee of Section 13.06 if such Repurchase Request is not otherwise resolvedBeneficial Interest.
Appears in 2 contracts
Sources: Indenture (Theravance Biopharma, Inc.), Indenture (Theravance Biopharma, Inc.)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient.
(c) In determining whether the Holders of Notes have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “Direction”), under this Indenture, Notes owned by the Issuer, NPS or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) Except if any such Person owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as otherwise specified hereinaforesaid, the ownership of Registered Notes will be proved by the Note Register.
and (ii) The ownership if any amount of Bearer Notes or coupons will be proved by the production of such Bearer class so owned by any such Person have been pledged in good faith, such Notes or coupons or by a certificate, satisfactory shall not be disregarded as aforesaid if the pledgee establishes to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory satisfaction of the Trustee the pledgee’s right so to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited act with or exhibited respect to such bankNotes and that the pledgee is not the Issuer, trust company, recognized securities dealer NPS or depository by the Person named in such certificate. Any such certificate may be issued in respect any Affiliate of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be OutstandingPerson.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an delivery of Officer’s Certificate and consistent with Certificate(s) to the Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any class entitled to give any Direction in respect of such Notes. Notwithstanding Section 316(c) of the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will shall be the later of record date specified in such Officer’s Certificate which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of the applicable class at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Notes Outstanding of such class have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such class shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder of any Note will shall bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 2 contracts
Sources: Indenture (NPS Pharmaceuticals Inc), Indenture (NPS Pharmaceuticals Inc)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0410.03.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writingAny request, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Actiondemand, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement direction, notice, consent, waiver or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action other action by the Holder of any Note will Notes shall bind the Holder of every Note issued upon the registration or transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 2 contracts
Sources: Indenture (Bay View Capital Corp), Indenture (Americredit Corp)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectivelyeach, an “"Action”") provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.01801) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04104. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04904.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity Issuer will solicit from the Holders any Action, the Issuing Entity Issuer may, at its option, by an Officer’s 's Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity Issuer will have no obligation to do so. If the Issuing Entity Issuer does not so fix a record date, such record date will be the later of 30 thirty (30) days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 901 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(fe) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor therefore or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action is made upon such Note.
(gf) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(hg) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 301 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s 's standing instructions and customary practices.
(ih) The Issuing Entity Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 2 contracts
Sources: Indenture (National City Credit Card Master Trust), Indenture (National City Bank /)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Master Indenture in respect of the Equipment Notes of any Series or Class or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of any Series, Class (including a Control Party or Tranche a Requisite Majority) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, Control Party or Requisite Majority, as applicable, in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Master Indenture and to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders Noteholders, Control Party or Requisite Majority signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 7.01) any Series Supplement and conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except In determining whether Noteholders, any Control Party or any Requisite Majority shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as otherwise specified hereina “Direction”) under this Master Indenture or any Series Supplement (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), the ownership of Registered Equipment Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes legally or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, beneficially owned by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory Issuer Group Member shall be disregarded and deemed not to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect Outstanding for purposes of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of determination. In determining whether the Indenture Trustee shall be protected in relying upon any Bearer Note specified therein will be presumed to continue for such Direction, only Equipment Notes that a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect Responsible Officer of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased Indenture Trustee actually knows to be Outstandingso owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by delivery of an Officer’s Certificate and consistent with to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Equipment Notes of any Series entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soEquipment Notes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer’s Certificate which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of such Series at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Equipment Notes Outstanding of such Series have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Equipment Notes Outstanding will of such Series shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Master Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the a Holder of any an Equipment Note will (including a Control Party or a Requisite Majority) shall bind the Holder of every Equipment Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Equipment Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 2 contracts
Sources: Master Indenture (Trinity Industries Inc), Master Indenture (Trinity Industries Inc)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class [or Tranche the Note Insurer] may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Serieswriting [or the Note Insurer]; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.016.01) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument Any request, demand, authorization, direction, notice, consent, waiver or writing, other action by [the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved Note Insurer in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent accordance with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only provisions hereof or] the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of any Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by shall bind the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 2 contracts
Sources: Indenture (Southpoint Residential Mortgage Securities Corp), Indenture (National Mortgage Securities Corp)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Base Indenture or any Series Supplement to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent agents duly appointed in writing. If Notes of a Series, Class or Tranche are issuable ; and except as otherwise expressly provided in whole this Base Indenture or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly providedSeries Supplement, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein in this Base Indenture or in any Series Supplement and evidenced thereby) are herein sometimes referred to in this Base Indenture as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Base Indenture or any Series Supplement and (subject to Section 7.01Article XI) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0415.03.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified hereinThe ownership, principal balance and serial numbers of the ownership Notes, and the date of Registered Notes will holding the same, shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will Issuer shall solicit from the Holders Noteholders any Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, the Issuing Entity Issuer may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders Noteholders entitled to give such Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuing Entity will Issuer shall have no obligation to do so. Any such record date shall be fixed at the Issuer’s discretion. If not set by the Issuing Entity does not so fix Issuer prior to the first solicitation of a record dateNoteholder made by any Person in respect of any such matters referred to in the foregoing sentence, such record date will shall be the later of date 30 days before the prior to such first solicitation of Noteholders. If such Action a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action other Act may be sought or given before or after the record date, but only the Holders Noteholders of record at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes purpose of determining whether Holders Noteholders of the requisite proportion of the Notes Outstanding have authorized or agreed or consented to such Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding will shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(fe) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will Notes shall bind the Holder of every Note issued upon the transfer registration thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee Trustee, the Servicer or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(gf) Without limiting the foregoing, a Holder Noteholder entitled hereunder or under any Series Supplement to take any Action action hereunder or thereunder with regard to any particular Note may do so with regard to all or any part of the principal amount balance of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts balance of such principal amount Note.
(g) The Indenture Trustee (in each of its capacities) agrees to accept and act upon instructions or directions pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Base Indenture, any Holder of other Transaction Document or any Note or Certified Note Owner additional document executed in connection herewith that as Requesting Party has made a Repurchase Request agrees to be bound is transmitted by the dispute resolution provisions of Electronic Transmission in accordance with Section 13.06 if such Repurchase Request is not otherwise resolved15.14.
Appears in 2 contracts
Sources: Supplemental Indenture (Frontier Communications Parent, Inc.), Base Indenture (Frontier Communications Parent, Inc.)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Actionaction”) provided by this Indenture to be given or taken by Noteholders of any Series, Class series or Tranche class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.018.01) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will Issuer shall solicit from the Holders any Actionaction, the Issuing Entity Issuer may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture ActCertificate, fix in advance a record date for the determination of Holders entitled to give such Actionaction, but the Issuing Entity will Issuer shall have no obligation to do so. If the Issuing Entity Issuer does not so fix a record date, such record date will shall be the later of 30 thirty (30) days before the first solicitation of such Action action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 9.01 before such solicitation. Such Action action may be given before or after the record date, but only the Holders of record at the close of business on the record date will shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Actionaction, and for that purpose the Notes Outstanding will shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will shall be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(fe) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will shall bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 2 contracts
Sources: Indenture (Mellon Bank Premium Finance Loan Master Trust), Indenture (Mellon Premium Finance Loan Owner Trust)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies proxy duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04and, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.3(a).
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and, where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except In determining whether the Noteholders or Beneficial Holders have given any Direction under this Indenture or any other Transaction Document, Notes owned by Noteholders and Beneficial Holders that have not delivered either a Confidentiality Agreement or a written certification in the form attached as otherwise specified hereinExhibit H to this Indenture that the Noteholder or Beneficial Holder is not a Restricted Party, any other Non-Permitted Holder, the ownership Issuer, the Equityholder or any Affiliate of Registered any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued Beneficial Interests in respect of one which the Trustee has received a Confidentiality Agreement or more Bearer Notes a written certification in the form attached as Exhibit H to this Indenture that the Noteholder or coupons specified thereinBeneficial Holder is not a Restricted Party shall be included. The holding by Notwithstanding the Person named in foregoing, if any such certificate Person or Persons (other than any Noteholder or Beneficial Holder that has not delivered a Confidentiality Agreement or a written certification in the form attached as Exhibit H to this Indenture that it is not a Restricted Party) owns 100% of the Notes of any Bearer Note specified therein will class Outstanding, such Notes shall not be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstandingso disregarded as aforesaid.
(d) The fact and date Notwithstanding the definition of execution of any such instrument or writing, “Record Date,” the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity Issuer may, at its option, by an delivery of Officer’s Certificate and consistent with Certificate(s) to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Notes of any class entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soNotes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of 30 record date specified in such Officer’s Certificate, which shall be a date not more than thirty (30) days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record the applicable class at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders of Noteholders holding the requisite proportion of Outstanding Notes Outstanding of such class have authorized or authorized, agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such class shall be computed as of the such record date; provided provided, that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder Noteholder of any Note will shall bind the Holder Noteholder of every Note issued upon the transfer thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is any Direction or other action by the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Beneficial Holder of any Beneficial Interest in any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions shall bind any transferee of Section 13.06 if such Repurchase Request is not otherwise resolvedBeneficial Interest.
Appears in 2 contracts
Sources: Indenture (Innoviva, Inc.), Indenture (Theravance Inc)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectivelyeach, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.0111.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note Noteholder will bind the Holder all subsequent Noteholders of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereofsuch Noteholder's Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action is made upon such Note.
(ge) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part.
(hf) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a HolderNoteholder, including a Depository that is the Holder Noteholder of a Global NoteNote representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders, and a Depository that is the Holder Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s 's standing instructions and customary practices.
(ig) The Issuing Entity Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders Noteholders remain Holders Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 ninety (90) days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 2 contracts
Sources: Indenture (Nationstar Mortgage Holdings Inc.), Indenture (Nationstar Mortgage Holdings Inc.)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies proxy duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04and, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.3(a).
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and, where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified hereinIn determining whether the Noteholders have given any direction, the ownership of Registered consent, request, demand, authorization, notice, waiver or other Act (a “Direction”) under this Indenture, Notes will be proved owned by the Note Register.
(ii) The ownership Issuer, any Equityholder or any Affiliate of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate Person shall be disregarded and deemed not to be Outstanding for purposes of any Bearer Note specified therein will such determination. In determining whether the Trustee shall be presumed protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to continue for a period be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person owns 100% of one year from the date of such certificate unless at the time Notes of any determination of class Outstanding, such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to Notes shall not be Outstandingso disregarded as aforesaid.
(d) The fact and date Notwithstanding the definition of execution of any such instrument or writing“Record Date”, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity Issuer may, at its option, by an delivery of Officer’s Certificate and consistent with Certificate(s) to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Notes of any class entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soNotes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer’s Certificate, which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record the applicable class at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Notes Outstanding of such class have authorized or authorized, agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such class shall be computed as of the such record date; provided provided, that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder Noteholder of any Note will shall bind the Holder Noteholder of every Note issued upon the transfer thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is any Direction or other action by the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Beneficial Holder of any Beneficial Interest in any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions shall bind any transferee of Section 13.06 if such Repurchase Request is not otherwise resolvedBeneficial Interest.
Appears in 2 contracts
Sources: Indenture (Biocryst Pharmaceuticals Inc), Indenture (PDL Biopharma, Inc.)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture or an Indenture Supplement to be given or taken by the Noteholders or a specified percentage of any Series, Class or Tranche Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent agents duly appointed in writing. If Notes of ; provided, that in determining whether the Noteholders or a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting specified percentage of Noteholders duly called and held have given any request, demand, authorization, direction, notice, consent or waiver, only Notes that are Outstanding will be taken in account, in each case in accordance with the provisions final paragraph of Section 8.04, or a combination the definition of such instruments and any such record. “Outstanding.” Except as herein otherwise expressly provided, provided in this Indenture or an Indenture Supplement such Action action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly if required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing in such instrument or instruments and so voting at any meetingevidenced by such instrument or instruments) are sometimes referred to in this Indenture as the “Act of Noteholders” signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and a related Indenture Supplement and (subject to Section 7.016.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0411.3.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which that the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list Act of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder Noteholder of every Note issued upon the transfer thereof registration of such Note or in exchange therefor for such Note or in lieu thereofof such Note, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon on such Note, whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 2 contracts
Sources: Indenture (Ford Credit Floorplan LLC), Indenture (Ford Credit Floorplan Corp)
Acts of Noteholders. (ap) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Master Indenture in respect of the Equipment Notes of any Series or Class or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of any Series, Class (including a Control Party or Tranche a Requisite Majority) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, Control Party or Requisite Majority, as applicable, in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Master Indenture and to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders Noteholders, Control Party or Requisite Majority signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 7.01) any Series Supplement and conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(bq) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ir) Except In determining whether Noteholders, any Control Party or any Requisite Majority shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as otherwise specified hereina “Direction”) under this Master Indenture or any Series Supplement (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes legally or beneficially owned by any Issuer Group Member shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the ownership Indenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of Registered the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes will then Outstanding then such Equipment Notes shall not be proved by the Note Registerso disregarded as aforesaid.
(iis) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate Issuer may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by delivery of an Officer’s 's Certificate and consistent with to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Equipment Notes of any Series entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soEquipment Notes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer's Certificate which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of such Series at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Equipment Notes Outstanding of such Series have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Equipment Notes Outstanding will of such Series shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Master Indenture not later than six months one year after the record date.
(ft) Any Action Direction or other action by the a Holder of any an Equipment Note will (including a Control Party or a Requisite Majority) shall bind the Holder of every Equipment Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Equipment Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 2 contracts
Sources: Master Indenture (Trinity Industries Inc), Master Indenture (Trinity Industries Inc)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies proxy duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04and, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.3(a).
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and, where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified hereinIn determining whether the Noteholders have given any Direction under this Indenture, Notes owned by the Issuer, the ownership Equityholder, Zealand or any Affiliate of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate Person shall be disregarded and deemed not to be Outstanding for purposes of any Bearer Note specified therein will such determination. In determining whether the Trustee shall be presumed protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to continue for a period be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person or Persons owns 100% of one year from the date of such certificate unless at the time Notes of any determination of class Outstanding, such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to Notes shall not be Outstandingso disregarded as aforesaid.
(d) The fact and date Notwithstanding the definition of execution of any such instrument or writing“Record Date”, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity Issuer may, at its option, by an delivery of Officer’s Certificate and consistent with Certificate(s) to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Notes of any class entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soNotes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer’s Certificate, which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record the applicable class at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders of Noteholders holding the requisite proportion of Outstanding Notes Outstanding of such class have authorized or authorized, agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such class shall be computed as of the such record date; provided provided, that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder Noteholder of any Note will shall bind the Holder Noteholder of every Note issued upon the transfer thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is any Direction or other action by the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Beneficial Holder of any Beneficial Interest in any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions shall bind any transferee of Section 13.06 if such Repurchase Request is not otherwise resolvedBeneficial Interest.
Appears in 2 contracts
Sources: Indenture (Zealand Pharma a/S), Indenture (Zealand Pharma a/S)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(c) (i) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectivelyeach, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.0111.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note a Noteholder will bind the Holder all subsequent Noteholders of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereofsuch Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action is made upon such Note.
(ge) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part.
(hf) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a HolderNoteholder, including a Depository that is the Holder Noteholder of a Global NoteNote representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holdersa Noteholder, and a Depository that is the Holder a Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices.
(ig) The Issuing Entity Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders Noteholders remain Holders Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies proxy duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04and, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingIssuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.3(a).
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and, where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified hereinIn determining whether the Noteholders have given any Direction under this Indenture, the ownership of Registered Notes will be proved owned by the Note Register.
(ii) The ownership Issuer or any Affiliate of Bearer Notes or coupons will the Issuer shall be proved by the production disregarded and deemed not to be Outstanding for purposes of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person or Persons owns 100% of the Notes of any Bearer Note specified therein will class Outstanding, such Notes shall not be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstandingso disregarded as aforesaid.
(d) The fact and date Notwithstanding the definition of execution of any such instrument or writing“Record Date”, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity Issuer may, at its option, by an delivery of Officer’s Certificate and consistent with Certificate(s) to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Notes of any class entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soNotes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer’s Certificate, which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record the applicable class at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders of Noteholders holding the requisite proportion of Outstanding Notes Outstanding of such class have authorized or authorized, agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such class shall be computed as of the such record date; provided provided, that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder Noteholder of any Note will shall bind the Holder Noteholder of every Note issued upon the transfer thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is any Direction or other action by the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Beneficial Holder of any Beneficial Interest in any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions shall bind any transferee of Section 13.06 if such Repurchase Request is not otherwise resolvedBeneficial Interest.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient.
(c) In determining whether the Holders of Notes have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a "Direction"), under this Indenture, Notes owned by the Issuer, ACT II or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) Except if any such Person owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as otherwise specified hereinaforesaid, the ownership of Registered Notes will be proved by the Note Register.
and (ii) The ownership if any amount of Bearer Notes or coupons will be proved by the production of such Bearer class so owned by any such Person have been pledged in good faith, such Notes or coupons or by a certificate, satisfactory shall not be disregarded as aforesaid if the pledgee establishes to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory satisfaction of the Trustee the pledgee's right so to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited act with or exhibited respect to such bankNotes and that the pledgee is not the Issuer, trust company, recognized securities dealer ACT II or depository by the Person named in such certificate. Any such certificate may be issued in respect any Affiliate of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be OutstandingPerson.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an delivery of Officer’s Certificate and consistent with 's Certificate(s) to the Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any class entitled to give any Direction in respect of such Notes. Notwithstanding Section 316(c) of the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will shall be the later of record date specified in such Officer's Certificate which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of the applicable class at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Notes Outstanding of such class have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such class shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder of any Note will shall bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture (Alkermes Inc)
Acts of Noteholders. (a) 1.12.1 Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture Agreement to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Serieswriting and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered (via a Clearing System, so long as the Notes are held in such Clearing System) to the Indenture Trustee, Fiscal and Paying Agent (acting as Agent of the Issuer) and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 7.01Clause 11 (Acceptance and Terms of Appointment)) conclusive in favor of the Indenture Trustee Fiscal and Paying Agent and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Clause 1.12.1.
(b) 1.12.2 The fact and date of the execution by any Person person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the a certificate of any a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or signer acting in a member of a partnership, on behalf of such corporation or partnershipcapacity other than his individual capacity, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which that the Indenture Trustee Fiscal and Paying Agent deems sufficient.
(i) Except as otherwise specified herein1.12.3 For purposes of this Agreement, the ownership of Registered Notes will shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect request, demand, authorization, direction, notice, consent, waiver or other Act of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate Noteholder of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect shall bind every future Noteholder of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder Noteholder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, omitted or suffered to be done by the Indenture Trustee Registrar or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Fiscal and Paying Agency Agreement
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture Agreement to be given or taken by the Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture TrusteeTrustee and the Insurer has consented thereto in writing, and, where it is hereby expressly required, to the Issuing EntitySeller. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "act" of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing EntityTrust, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered the Notes will shall be proved by the Note Register.
(iid) The ownership of Bearer Notes Any request, demand, authorization, direction, notice, consent, waiver or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, other action by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will Noteholder shall bind the Holder Noteholder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity Trust in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Sale and Servicing Agreement (J P Morgan Acceptance Corp I)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an "ACT" of any Seriessuch Noteholders, Class which term also shall refer to the instruments or Tranche record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders maywriting or, alternatively, may be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04Article X, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record record, or both, are delivered to the Indenture Trustee, and, where and when it is hereby expressly requiredspecifically required herein, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingIssuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.018.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.049.1. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0410.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such 71 instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(iic) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificateNotes, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing any Person, and the date or dates of holding the same may also same, shall be proved in any other manner which by the Indenture Trustee deems sufficient; Note Register and the Indenture Trustee may in any instance require further proof with respect shall not be affected by notice to any of the matters referred to in this Sectioncontrary.
(ed) If Any act of any Noteholder (i) shall bind the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation holder of such Action or the date Note and every future Noteholder of the most recent list of Noteholders furnished to same Note and the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder Noteholder of every Note issued upon the transfer thereof or in the exchange therefor therefore or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such NoteNote and whether or not such Noteholder has given its consent (unless required under this Indenture) to such Act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including the Issuer or any Affiliate thereof.
(e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Noteholder may be revoked with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) or any subsequent Noteholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable.
(f) Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the Issuer, bear a notation in form approved by the Issuer as to any action taken by such Act of Noteholders. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.
(g) Without limiting The Issuer may, in the foregoingcircumstances permitted by the Trust Indenture Act, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph but shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoingnot be obligated to, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners Noteholders entitled to sign any instrument evidencing or embodying an Act of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders on those Persons who were Noteholders at such record date (or their duly appointed proxy or proxiesagents), and only such those Persons, shall be entitled to make, give sign any such instrument evidencing or take embodying an Act of Noteholders or to revoke any such Actioninstrument previously signed, whether or not such Holders remain Holders Persons continue to be Noteholders after such record date. No such Action instrument shall be valid or effective if made, given or taken signed more than 90 days after such record date, and may be revoked as provided in paragraph (e) above.
(jh) Notwithstanding The Initial Notes and the Exchange Notes shall vote and consent together on all matters as one class, and none of the Notes, and no tranche of Notes, shall have the right to vote or consent as a separate class on any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolvedmatter.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture Agreement to be given or taken by the Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture TrusteeTrustee and the Insurer has consented thereto in writing, and, where it is hereby expressly required, to the Issuing EntitySponsor. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "act" of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing EntityTrust, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered the Notes will shall be proved by the Note Register.
(iid) The ownership of Bearer Notes Any request, demand, authorization, direction, notice, consent, waiver or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, other action by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will Noteholder shall bind the Holder Noteholder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity Trust in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Advanta Revolving Home Equity Loan Trust 2000 A)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Actionaction”) provided by this Indenture to be given or taken by Noteholders of any Series, Class series or Tranche class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 7.018.01) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity Issuer will solicit from the Holders any Actionaction, the Issuing Entity Issuer may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture ActCertificate, fix in advance a record date for the determination of Holders entitled to give such Actionaction, but the Issuing Entity Issuer will have no obligation to do so. If the Issuing Entity Issuer does not so fix a record date, such record date will be the later of 30 thirty (30) days before the first solicitation of such Action action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 9.01 before such solicitation. Such Action action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Actionaction, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(fe) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture (Navistar Financial Dealer Note Master Trust)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notesand, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuing Entity. Such instrument Issuers or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingServicer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.017.01 hereof) conclusive in favor of the Indenture Trustee Trustee, the Issuers, the Originator and the Issuing EntityServicer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.045.09.
(b) The fact and date of the execution by any Person Noteholder of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved proven in any other reasonable manner which the Indenture Trustee deems sufficient.
(i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(iic) The ownership of Bearer Notes or coupons will shall be proved proven by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be OutstandingRegister.
(d) The fact and date of execution of any such instrument or writingAny request, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Actiondemand, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement direction, notice, consent, waiver or consent other act by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will a Noteholder shall bind the Holder every holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered omitted to be done by the Indenture Trustee Trustee, the Issuers or the Issuing Entity Servicer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture (HPSC Inc)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche the Note Insurer may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Serieswriting or the Note Insurer; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.016.01) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will shall be proved by the Note Register.
(iid) The ownership of Bearer Notes Any request, demand, authorization, direction, notice, consent, waiver or coupons will be proved other action by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named Insurer in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent accordance with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action provisions hereof or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of any Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by shall bind the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an “Act” of any Seriessuch Noteholders, Class which term shall also refer to the instruments or Tranche record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders maywriting or, alternatively, may be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04Article IX, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record record, or both, are delivered to the Indenture Trustee, Trustee and, where when it is hereby expressly requiredspecifically required herein, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingIssuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.048.01. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.049.05.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner manner, which the Indenture Trustee deems sufficient.
(i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(iic) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificateNotes, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the any Person so executing such instrument or writing and the date or dates of holding the same may also shall be proved in any other manner which by the Indenture Trustee deems sufficient; Note Register and the Indenture Trustee may in any instance require further proof with respect shall not be affected by notice to any of the matters referred to in this Sectioncontrary.
(ed) If Any act of any Noteholder (i) shall bind the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation holder of such Action or the date Note and every future Noteholder of the most recent list of Noteholders furnished to same Note and the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder Noteholder of every Note issued upon the transfer thereof or in the exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such NoteNote and whether or not such Noteholder has given its consent (unless required under this Indenture) to such Act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including the Issuer or any Affiliate thereof.
(e) Until such time as written instruments shall have been delivered to the Trustee with respect to the requisite percentage of principal amount of Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Noteholder may be revoked with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) or any subsequent Noteholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable.
(f) Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the Issuer, bear a notation in form approved by the Issuer as to any action taken by such Act of Noteholders. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.
(g) Without limiting the foregoingThe Issuer may but shall not be obligated to, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners Noteholders entitled to sign any instrument evidencing or embodying an Act of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders on those Persons who were Noteholders at such record date (or their duly appointed proxy or proxiesagents), and only such those Persons, shall be entitled to make, give sign any such instrument evidencing or take embodying an Act of Noteholders or to revoke any such Actioninstrument previously signed, whether or not such Holders remain Holders Persons continue to be Noteholders after such record date. No such Action instrument shall be valid or effective if made, given or taken signed more than 90 calendar days after such record date, and may be revoked as provided in paragraph (e) above.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture (Telefonica Del Peru Saa)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an “Act” of any Seriessuch Noteholders, Class which term also shall refer to the instruments or Tranche record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders maywriting or, alternatively, may be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04Article X, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record record, or both, are delivered to the Indenture Trustee, and, where and when it is hereby expressly requiredspecifically required herein, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingUnibanco. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.018.1) conclusive in favor of the Indenture Trustee and the Issuing EntityUnibanco, if made in the manner provided in this Section 1.049.1. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0410.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipUnibanco, on behalf of such corporation corporation, association or partnershipUnibanco, such certificate or affidavit will shall also constitute sufficient proof of his such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(iic) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificateNotes, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing any Person, and the date or dates of holding the same may also same, shall be proved in any other manner which by the Indenture Trustee deems sufficient; Note Register and the Indenture Trustee may in any instance require further proof with respect shall not be affected by notice to any of the matters referred to in this Sectioncontrary.
(ed) If Any act of any Noteholder (i) shall bind the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation holder of such Action or the date Note and every future Noteholder of the most recent list of Noteholders furnished to same Note and the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder Noteholder of every Note issued upon the transfer thereof or in the exchange therefor therefore or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such NoteNote and whether or not such Noteholder has given its consent (unless required under this Indenture) to such Act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including Unibanco or any Affiliate thereof.
(e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Noteholder may be revoked with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) or any subsequent Noteholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable.
(f) Notes authenticated and delivered after any Act of Noteholders may, and shall if required by Unibanco, bear a notation in form approved by Unibanco as to any action taken by such Act of Noteholders. If Unibanco shall so determine, new Notes so modified as to conform, in the opinion of Unibanco, to such action, may be prepared and executed by Unibanco and authenticated and delivered by the Trustee in exchange for Outstanding Notes.
(g) Without limiting Unibanco may, in the foregoingcircumstances permitted by the Trust Indenture Act, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph but shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoingnot be obligated to, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners Noteholders entitled to sign any instrument evidencing or embodying an Act of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders on those Persons who were Noteholders at such record date (or their duly appointed proxy or proxiesagents), and only such those Persons, shall be entitled to make, give sign any such instrument evidencing or take embodying an Act of Noteholders or to revoke any such Actioninstrument previously signed, whether or not such Holders remain Holders Persons continue to be Noteholders after such record date. No such Action instrument shall be valid or effective if made, given or taken signed more than 90 days after such record date, and may be revoked as provided in paragraph (e) above.
(jh) Notwithstanding The Initial Notes and the Exchange Notes shall vote and consent together on all matters as one class, and none of the Notes, and no tranche of Notes, shall have the right to vote or consent as a separate class on any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolvedmatter.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Base Indenture or any Indenture Supplement to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent agents duly appointed in writing. If Notes of a Series, Class or Tranche are issuable ; and except as otherwise expressly provided in whole this Base Indenture or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly providedSupplement, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein in this Base Indenture or in any Indenture Supplement and evidenced thereby) are herein sometimes referred to in this Base Indenture as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Base Indenture or any Indenture Supplement and (subject to Section 7.01Article XI) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0415.03.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified hereinThe ownership, principal balance and serial numbers of the ownership Notes, and the date of Registered Notes will holding the same, shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will Issuer shall solicit from the Holders Noteholders any Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, the Issuing Entity Issuer may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders Noteholders entitled to give such Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuing Entity will Issuer shall have no obligation to do so. Any such record date shall be fixed at the Issuer’s discretion. If not set by the Issuing Entity does not so fix Issuer prior to the first solicitation of a record dateNoteholder made by any Person in respect of any such matters referred to in the foregoing sentence, such record date will shall be the later of date 30 days before the prior to such first solicitation of Noteholders. If such Action a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action other Act may be sought or given before or after the record date, but only the Holders Noteholders of record at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes purpose of determining whether Holders Noteholders of the requisite proportion of the Notes Outstanding have authorized or agreed or consented to such Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding will shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(fe) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will Notes shall bind the Holder of every Note issued upon the transfer registration thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee Trustee, the Servicer or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(gf) Without limiting the foregoing, a Holder Noteholder entitled hereunder or under any Indenture Supplement to take any Action action hereunder or thereunder with regard to any particular Note may do so with regard to all or any part of the principal amount balance of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts balance of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partNote.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Base Indenture (Cogent Communications Holdings, Inc.)
Acts of Noteholders. (a) The Collateral Agent recognizes and agrees that in lieu of the Indenture Trustees, certain notices and demands hereunder may be delivered by a specified percentage of Noteholders of a Class. Any request, demand, authorization, direction, notice, consent, waiver such notice delivered by one or other action (collectively, an “Action”) provided by this Indenture to be given or taken by more Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, Collateral Agent and, where it is hereby expressly requiredrequired pursuant to this Agreement, to the Issuing Entity. Such instrument Issuer Trustee, the Servicer or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingSeller. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 7.01) conclusive in favor of the Indenture Trustee Collateral Agent, the Issuer Trustee, the Servicer and the Issuing EntitySeller, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.6.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or (i) by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or (ii) by an affidavit of a witness to such execution sworn to before any such notary or such other officer, and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation corporation, association or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee Collateral Agent deems sufficient.
(ic) Except as otherwise In determining whether a specified hereinpercentage of Noteholders have given a direction, Notes owned by the Seller, the ownership of Registered Notes will be proved by Servicer, the Note Register.
(ii) The ownership of Bearer Notes Issuer Trustee, or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate Affiliate of any Bearer Note specified therein will thereof, shall be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased disregarded and deemed not to be Outstanding.
(d) The fact and date of execution outstanding for purposes of any such instrument or writingdetermination; provided that, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of this Section 1.6(c), the Issuer Trustee, acting in its individual capacity, shall not be deemed an Affiliate of the Seller. In determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will Collateral Agent shall be computed as of the record date; provided that no such authorization, agreement or consent protected in relying upon any direction delivered by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder Noteholders of any Note will bind Class, only Notes which the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered Collateral Agent knows to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting so owned shall be so disregarded. Notwithstanding the foregoing, a Holder entitled hereunder to take (i) if any Action hereunder with regard to any particular Note may do so with regard to all or any part such Person owns 100% of the principal Notes of any Class, such Class of Notes shall not be so disregarded as aforesaid, and (ii) if any amount of such Note or Class of Notes so owned by one or more duly appointed agents each any such Person have been pledged in good faith, such Class of which may do Notes shall not be disregarded as aforesaid if the pledgee establishes to the satisfaction of the Collateral Agent the pledgee's right so pursuant to act with respect to such appointment with regard to all Notes and that the pledgee is not the Seller, the Servicer, the Issuer Trustee or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder Affiliate of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolvedthereof.
Appears in 1 contract
Sources: Pooling, Collateral Agency and Servicing Agreement (Newcourt Receivables Corp)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “"Action”") provided by this Indenture to be given or taken by Noteholders of any Series, Series or Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.018.01) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by 22 MASTER INDENTURE the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems reasonably sufficient.
(c) (i) Except as otherwise specified herein, the The ownership of Registered Notes will shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectivelyeach, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.0111.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note a Noteholder will bind the Holder all subsequent Noteholders of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereofsuch Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action is made upon such Note.
(ge) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part.
(hf) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a HolderNoteholder, including a Depository that is the Holder Noteholder of a Global NoteNote representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holdersa Noteholder, and a Depository that is the Holder a Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices.
(ig) The Issuing Entity Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders Noteholders remain Holders Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 ninety (90) days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders any Noteholders, or a specified percentage or number of any SeriesNoteholders, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, Trustee as herein provided and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "Action" of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.0111.02) conclusive in favor of the Indenture Trustee and the Issuing Entity, Issuer if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate an acknowledgment of any a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or signer acting in a member of a partnership, on behalf of capacity other than such corporation or partnershipsigner's individual capacity, such certificate or affidavit will shall also constitute sufficient proof of his the signer's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered the Notes will shall be proved by the Note Register.
(iid) The ownership of Bearer Notes Any request, demand, authorization, direction, notice, consent, waiver or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate other Action of any Bearer Note specified therein will be presumed to continue for a period of one year from Noteholder or the date of such certificate unless at the time Noteholders of any determination Series of such holding (A) another certificate bearing a later date issued in respect Notes shall bind every future holder of the same Bearer Note or coupon is produced, (B) Series of Notes and the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution holder of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, suffered or suffered omitted to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(ie) The Issuing Entity may Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Persons who are beneficial owners Noteholders entitled to take any action under this Indenture by vote or consent. Such record date shall be the later of interests in any Global Note held by a Depository entitled under 30 days prior to the procedures first solicitation of such Depository consent or vote or the date of the most recent list of Noteholders, furnished by or to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture the Trustee prior to be made, given or taken by Holderssuch solicitation. If such a record date is fixed, the Holders on those persons who were Noteholders at such record date (or their duly appointed proxy or designated proxies), and only such Personsthose persons, shall be entitled to make, give or take such Actionaction by vote or consent or to revoke any vote or consent previously given, whether or not such Holders remain Holders after such record date. No such Action shall persons continue to be valid or effective if made, given or taken more than 90 days so after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Master Trust Indenture and Security Agreement (Ag Services of America Inc)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given given, made or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more substantially concurrent instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person person of a NoteNotes, will shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee Issuer and (subject to Section 10.1) in favor of the Issuing EntityTrustee, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate of any notary public or other officer officers authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or corporation, a member of a general partnership, or a general partner of a limited partnership, or by any person purporting to act for a limited liability company or limited liability partnership, on behalf of such corporation or partnershipthereof, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficienttherefor.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writingAny request, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Actiondemand, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement direction, notice, consent, waiver or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action other action by the Holder of any Note will shall bind every future Holder of the same Note and the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Trust Indenture (La Man Corporation)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(c) (i) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Master Indenture in respect of the Notes of any Series or Class or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of any Series, Class (including a Control Party or Tranche a Requisite Majority) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, Control Party or Requisite Majority, as applicable, in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to the Rating Agency where it is hereby expressly required, required pursuant to this Master Indenture and to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders Noteholders, Control Party or Requisite Majority signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 7.01) any Series Supplement and conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except In determining whether any Noteholders, any Control Party or any Requisite Majority shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as otherwise specified hereina “Direction”) under this Master Indenture or any Series Supplement (including without limitation any consent pursuant to Sections 4.04 or 9.02(a)), any Equipment Notes legally or beneficially owned by any Issuer Group Member shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the ownership Indenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of Registered the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person legally or beneficially owns 100% of the Equipment Notes will then Outstanding then such Equipment Notes shall not be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production so disregarded for purposes of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstandingdetermination.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by delivery of an Officer’s Certificate and consistent with to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Notes of any Series entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soNotes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer’s Certificate which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of such Series at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Notes Outstanding of such Series have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such Series shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Master Indenture not later than six months one year after the related record date.
(fe) Any Action Direction or other action by the Holder of any Note will a Noteholder (including a Control Party or a Requisite Majority) shall bind the Holder Noteholder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Equipment Notes or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of or any Series, Class or Tranche Requisite Majority thereof may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders (or Noteholders evidencing a Requisite Majority, as applicable) in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Indenture and to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders or Requisite Majority thereof signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified hereinIn determining whether Noteholders or any Requisite Majority thereof shall have given any direction, the ownership of Registered consent, request, demand, authorization, notice, waiver or other Act (a “Direction”) under this Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes legally or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, beneficially owned by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory Issuer Group Member shall be disregarded and deemed not to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect Outstanding for purposes of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of determination. In determining whether the Indenture Trustee shall be protected in relying upon any Bearer Note specified therein will be presumed to continue for such Direction, only Equipment Notes that a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect Responsible Officer of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased Indenture Trustee actually knows to be Outstandingso owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an delivery of Officers’ Certificates to the Indenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Equipment Notes entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance which shall be a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of the Equipment Notes at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Equipment Notes Outstanding have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Equipment Notes Outstanding will shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder of any Note will a Noteholder or a Requisite Majority thereof shall bind the Holder of every Equipment Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Equipment Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture (Trinity Industries Inc)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Actionaction”) provided by this Indenture to be given or taken by Noteholders of any Seriesseries, Class class or Tranche tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein or therein otherwise expressly provided, such Action action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 7.01801) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(c) (i) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Actionaction”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments or record are delivered to the Indenture TrusteeTrustee or the Note Registrar, as applicable, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 7.018.01) conclusive in favor of the Indenture Trustee Trustee, the Note Registrar and the Issuing EntityIssuer, as applicable, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee or the Note Registrar, as applicable, deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity Issuer will solicit from the Holders Noteholders any Actionaction, the Issuing Entity Issuer may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture ActCertificate, fix in advance a record date Record Date for the determination of Holders Noteholders entitled to give such Actionaction, but the Issuing Entity Issuer will have no obligation to do so. If the Issuing Entity Issuer does not so fix a record dateRecord Date, such record date Record Date will be the later of 30 thirty (30) days before the first solicitation of such Action action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 9.01 before such solicitation. Such Action action may be given before or after the record dateRecord Date, but only the Holders Noteholders of record at the close of business on the record date Record Date will be deemed to be Holders Noteholders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Actionaction, and for that purpose the Notes Outstanding will be computed as of the record dateRecord Date; provided that no such authorization, agreement or consent by the Holders Noteholders on the record date Record Date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record dateRecord Date.
(fe) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee Trustee, the Note Registrar or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture (WF Card Funding LLC)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuing EntityCompany. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders --- signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing EntityCompany, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation corporation, association or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient. In the absence of bad faith on the part of the Trustee, an Officer's Certificate may be deemed to be conclusively proved.
(ic) Except as otherwise specified hereinIn determining whether the Noteholders of the requisite aggregate unpaid principal then outstanding have given any direction, the ownership of Registered consent or waiver (a "Direction"), under this Indenture, Notes will be proved owned by the Note Register.
(ii) The ownership Company or --------- any Affiliate of Bearer Notes or coupons will the Company shall be proved by the production disregarded and deemed not to be outstanding under this Indenture for purposes of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of determination. In determining whether the Trustee shall be protected in relying upon any Bearer Note specified therein will such Direction, only Notes which the Trustee knows to be presumed to continue for a period of one year from so owned shall be so disregarded. Notwithstanding the date of foregoing, if any such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect Person owns 100% of the same Bearer Note or coupon is producedNotes outstanding, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to Notes shall not be Outstandingso disregarded as aforesaid.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Company may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, option by delivery of an Officer’s 's Certificate and consistent with to the Trust Indenture Act, fix in advance Trustee set a record date for to determine the determination of Holders Noteholders entitled to give such Actionany consent, but the Issuing Entity will have no obligation to do sorequest, demand, authorization, direction, notice, waiver or other Act. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer's Certificate which shall be a date not more than 30 nor less than 15 days before prior to the first solicitation of Noteholders in connection therewith. If such Action a record date is fixed, such consent, request, demand, authorization, direction, notice, waiver or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action other Act may be given before or after the such record date, but only the Holders Noteholders of record at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Notes Outstanding aggregate principal amount then outstanding have authorized or agreed or consented to such Actionconsent, request, demand, authorization, direction, notice, waiver or other Act, and for that purpose the outstanding Notes Outstanding will shall be computed as of the such record date; provided that -------- no such consent, request, demand, authorization, agreement direction, notice, waiver or consent other Act by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action direction, consent, waiver or other action by the Holder registered holder of any Note will shall bind the Holder registered holder of every Note issued upon the transfer thereof or in exchange therefor thereof or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(gf) Without limiting the foregoingExcept as otherwise provided in Section 1.04(c), a Holder entitled hereunder to take any Action hereunder with regard Notes owned by or pledged to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph Person shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, an equal and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled proportionate benefit under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision provisions of this Indenture, any Holder without preference, priority, or distinction as among all of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolvedNotes.
Appears in 1 contract
Sources: Indenture and Security Agreement (Union Tank Car Co)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture or any Indenture Supplement to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent agents duly appointed in writing. If Notes of a Series, Class or Tranche are issuable ; and except as otherwise expressly provided in whole this Indenture or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by Supplement such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuers. Such instrument or instruments and any such record (and the Action action embodied therein in this Indenture or in any Indenture Supplement and evidenced thereby) are herein sometimes referred to in this Indenture as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture or any Indenture Supplement and (subject to Section 7.01Article XI herein) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuers, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0415.03.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified hereinThe ownership, principal balance and serial numbers of the ownership Notes, and the date of Registered Notes will holding the same, shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will Issuers shall solicit from the Holders Noteholders any Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, the Issuing Entity Issuers may, at its their option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders Noteholders entitled to give such Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuing Entity will Issuers shall have no obligation to do so. Any such record date shall be fixed at the Issuers’ discretion. If not set by the Issuing Entity does not so fix Issuers prior to the first solicitation of a record dateNoteholder made by any Person in respect of any such matters referred to in the foregoing sentence, such record date will shall be the later of 30 date thirty (30) days before the prior to such first solicitation of Noteholders. If such Action a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action other Act may be sought or given before or after the record date, but only the Holders Noteholders of record at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes purpose of determining whether Holders Noteholders of the requisite proportion of the Notes Outstanding have authorized or agreed or consented to such Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding will shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(fe) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will Notes shall bind the Holder of every Note issued upon the transfer registration thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee Trustee, the Servicer or the Issuing Entity Issuers in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(gf) Without limiting the foregoing, a Holder Noteholder entitled hereunder or under any Indenture Supplement to take any Action action hereunder or thereunder with regard to any particular Note may do so with regard to all or any part of the principal amount balance of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts balance of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different partNote.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Master Indenture in respect of the Notes of any Series or Class or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of any Series, Class (including a Control Party or Tranche a Requisite Majority) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, Control Party or Requisite Majority, as applicable, in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Master Indenture and to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders Noteholders, Control Party or Requisite Majority signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 7.01) any Series Supplement and conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except In determining whether any Noteholders, any Control Party or any Requisite Majority shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as otherwise specified hereina “Direction”) under this Master Indenture or any Series Supplement (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), the ownership of Registered any Equipment Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes legally or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, beneficially owned by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory Issuer Group Member shall be disregarded and deemed not to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect Outstanding for purposes of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of determination. In determining whether the Indenture Trustee shall be protected in relying upon any Bearer Note specified therein will be presumed to continue for such Direction, only Equipment Notes that a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect Responsible Officer of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased Indenture Trustee actually knows to be Outstandingso owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by delivery of an Officer’s Certificate and consistent with to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Notes of any Series entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soNotes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer’s Certificate which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of such Series at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Notes Outstanding of such Series have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such Series shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Master Indenture not later than six months one year after the related record date.
(fe) Any Action Direction or other action by the Holder of any Note will a Noteholder (including a Control Party or a Requisite Majority) shall bind the Holder Noteholder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Equipment Notes or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of or any Series, Class or Tranche Requisite Majority thereof may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders (or Noteholders evidencing a Requisite Majority, as applicable) in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to the Rating Agency where it is hereby expressly required, required pursuant to this Indenture and to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders or Requisite Majority thereof signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except In determining whether Noteholders or any Requisite Majority thereof shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as otherwise specified hereina “Direction”) under this Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), the ownership of Registered Equipment Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes legally or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, beneficially owned by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory Issuer Group Member shall be disregarded and deemed not to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect Outstanding for purposes of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of determination. In determining whether the Indenture Trustee shall be protected in relying upon any Bearer Note specified therein will be presumed to continue for such Direction, only Equipment Notes that a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect Responsible Officer of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased Indenture Trustee actually knows to be Outstandingso owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by delivery of an Officer’s Certificate and consistent with to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Equipment Notes entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soEquipment Notes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer’s Certificate which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of the Equipment Notes at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Equipment Notes Outstanding have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Equipment Notes Outstanding will shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder of any Note will a Noteholder or a Requisite Majority thereof shall bind the Holder of every Equipment Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Equipment Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture (Trinity Industries Inc)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”"action") provided by this Indenture to be given or taken by Noteholders of any Seriesseries, Class class or Tranche tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 7.01801) conclusive in favor of the Indenture Trustee and ----------- the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(c) (i) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given given, made or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more substantially concurrent instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or of the holding by any Person person of a NoteNotes, will shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee Issuer and (subject to Section 10.01) in favor of the Issuing EntityTrustee, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate of any notary public or other officer officers authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or a member of a partnership, or limited liability company or partnership, on behalf of such corporation or partnershipany thereof, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficientthereof.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writingAny request, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Actiondemand, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement direction, notice, consent, waiver or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action other action by the Holder of any Note will shall bind every future Holder of the same Note and the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
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Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Master Indenture in respect of the Equipment Notes of any Series or Class to be given or taken by Noteholders of or any Series, Class or Tranche Control Party may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders or Control Party in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to the Issuing Entitythis Master Indenture or to Issuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders or Control Party signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing Entityor Issuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient.
(c) In determining whether the Holders of Equipment Notes or any Control Party shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “Direction”) under this Master Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes owned by any Issuer Group Member shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Indenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in if any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect Persons own 100% of the same Bearer Note or coupon is producedEquipment Notes of all Series then Outstanding and all Enhancement Agreements shall have been terminated, (B) the Bearer Note or coupon specified in then such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to Equipment Notes shall not be Outstandingso disregarded as aforesaid.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an delivery of Officers’ Certificates to the Indenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Equipment Notes of any Series entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance which shall be a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of the applicable Series at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Equipment Notes Outstanding of such Series have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Equipment Notes Outstanding will of such Series shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Master Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder of any Equipment Note will or a Control Party shall bind the Holder of every Equipment Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Equipment Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
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Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders holders of any Seriesthe Group I or Group II Notes, Class or Tranche as applicable, may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders holders of the Group I or Group II Notes, as applicable, in person or by an agent agents duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in ; and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, provided such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders holders of the Group I or Group II Notes, as applicable, signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.016.01) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which that the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will Group I or Group II Notes, as applicable, shall be proved by the Note Register.
(iid) The ownership of Bearer Notes Any request, demand, authorization, direction, notice, consent, waiver or coupons will be proved other action by the production holder of such Bearer Notes any Group I or coupons or by a certificate, satisfactory to the Issuing Entity, executedGroup II Notes, as depositoryapplicable, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will shall bind the Holder holder of every Note Group I or Group II Note, respectively, issued upon the transfer registration thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all Group I or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Group II Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practicesas applicable.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
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Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.016.01 hereof) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0411.03.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writingAny request, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Actiondemand, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement direction, notice, consent, waiver or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action other action by the Holder of any Note will Notes shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon thereon; whether or not notation of such Action action is made upon such NoteNotes.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectivelyeach, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.0111.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note Noteholder will bind the Holder all subsequent Noteholders of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereofsuch Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action is made upon such Note.
(ge) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part.
(hf) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a HolderNoteholder, including a Depository that is the Holder Noteholder of a Global NoteNote representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders, and a Depository that is the Holder Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices.
(ig) The Issuing Entity Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders Noteholders remain Holders Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 ninety (90) days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.Note
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 thirty (30) days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(fe) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(gf) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(hg) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(ih) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 ninety (90) days after such record date.
(ji) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Equipment Notes or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of or any Series, Class or Tranche Requisite Majority thereof may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders (or Noteholders evidencing a Requisite Majority, as applicable) in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Indenture and to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act“ Act ” of the Noteholders or Requisite Majority thereof signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified hereinIn determining whether Noteholders or any Requisite Majority thereof shall have given any direction, the ownership of Registered consent, request, demand, authorization, notice, waiver or other Act (a “ Direction ”) under this Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes legally or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, beneficially owned by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory Issuer Group Member shall be disregarded and deemed not to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect Outstanding for purposes of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of determination. In determining whether the Indenture Trustee shall be protected in relying upon any Bearer Note specified therein will be presumed to continue for such Direction, only Equipment Notes that a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect Responsible Officer of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased Indenture Trustee actually knows to be Outstandingso owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an delivery of Officers’ Certificates to the Indenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Equipment Notes entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance which shall be a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of the Equipment Notes at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Equipment Notes Outstanding have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Equipment Notes Outstanding will shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder of any Note will a Noteholder or a Requisite Majority thereof shall bind the Holder of every Equipment Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Equipment Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture (Trinity Industries Inc)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, and where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments and any such record Issuer.
(and the Action embodied therein and evidenced therebyb) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.0116(b)) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(bc) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(id) Except as otherwise specified hereinAny request, the ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes demand, authorization, direction, notice, consent, waiver or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, other action by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will Noteholder shall bind the Holder holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action action is made upon such Note.
(ge) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder The ownership of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, Section shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound proved by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolvedNote Register.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “"Action”") provided by this Indenture to be given or taken by Noteholders of any Series, Series or Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.018.01) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems reasonably sufficient.
(c) (i) Except as otherwise specified herein, the The ownership of Registered Notes will shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “"Action”") provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly ex- pressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(c) (i) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture Agreement to be given or taken by the Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture TrusteeTrustee and the Insurer has consented thereto in writing, and, where it is hereby expressly required, to the Issuing EntitySponsor. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "act" of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any 63 69 such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing EntityTrust, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered the Notes will shall be proved by the Note Register.
(iid) The ownership of Bearer Notes Any request, demand, authorization, direction, notice, consent, waiver or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, other action by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will Noteholder shall bind the Holder Noteholder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity Trust in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Sale and Servicing Agreement (Advanta Revolving Home Equity Loan Trust 1999-A)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an "Act" of any Seriessuch Noteholders, Class which term also shall refer to the instruments or Tranche record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders maywriting or, alternatively, may be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04Article X, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record record, or both, are delivered to the Indenture Trustee, and, where and when it is hereby expressly requiredspecifically required herein, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingIssuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.018.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.049.1. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0410.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(iic) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificateNotes, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing any Person, and the date or dates of holding the same may also same, shall be proved in any other manner which by the Indenture Trustee deems sufficient; Note Register and the Indenture Trustee may in any instance require further proof with respect shall not be affected by notice to any of the matters referred to in this Sectioncontrary.
(ed) If Any act of any Noteholder (i) shall bind the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation holder of such Action or the date Note and every future Noteholder of the most recent list of Noteholders furnished to same Note and the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder Noteholder of every Note issued upon the transfer thereof or in the exchange therefor therefore or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such NoteNote and whether or not such Noteholder has given its consent (unless required under this Indenture) to such Act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including the Issuer or any Affiliate thereof.
(e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Noteholder may be revoked with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) or any subsequent Noteholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable.
(f) Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the Issuer, bear a notation in form approved by the Issuer as to any action taken by such Act of Noteholders. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.
(g) Without limiting The Issuer may, in the foregoingcircumstances permitted by the Trust Indenture Act, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph but shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoingnot be obligated to, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners Noteholders entitled to sign any instrument evidencing or embodying an Act of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders on those Persons who were Noteholders at such record date (or their duly appointed proxy or proxiesagents), and only such those Persons, shall be entitled to make, give sign any such instrument evidencing or take embodying an Act of Noteholders or to revoke any such Actioninstrument previously signed, whether or not such Holders remain Holders Persons continue to be Noteholders after such record date. No such Action instrument shall be valid or effective if made, given or taken signed more than 90 days after such record date, and may be revoked as provided in paragraph (e) above.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes of any subclass to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Indenture or to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient.
(c) In determining whether the Holders of Notes have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a "Direction"), under this Indenture, Notes owned by the Issuer or any affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) Except if any such Person owns 100% of the Notes of any subclass Outstanding, such Notes shall not be so disregarded as otherwise specified hereinaforesaid, the ownership of Registered Notes will be proved by the Note Register.
and (ii) The ownership if any amount of Bearer Notes or coupons will be proved by the production of such Bearer subclass so owned by any such Person have been pledged in good faith, such Notes or coupons or by a certificate, satisfactory shall not be disregarded as aforesaid if the pledgee establishes to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory satisfaction of the Trustee the pledgee's right so to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited act with or exhibited respect to such bank, trust company, recognized securities dealer Notes and that the pledgee is not the Issuer or depository by the Person named in such certificate. Any such certificate may be issued in respect any affiliate of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be OutstandingPerson.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with delivery of Officers' Certificates to the Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any subclass entitled to give any Direction in respect of such Notes. Notwithstanding Section 316(c) of the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will shall be the later of record date specified in such Officer's Certificate which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of the applicable subclass at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Notes Outstanding of such subclass have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such subclass shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder of any Note will shall bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture (Aerco LTD)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Master Indenture in respect of the Equipment Notes of any Series or Class or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of any Series, Class (including a Control Party or Tranche a Requisite Majority) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, Control Party or Requisite Majority, as applicable, in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Master Indenture and to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders Noteholders, Control Party or Requisite Majority signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 7.01) any Series Supplement and conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except In determining whether Noteholders, any Control Party or any Requisite Majority shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as otherwise specified hereina “Direction”) under this Master Indenture or any Series Supplement (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), the ownership of Registered Equipment Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes legally or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, beneficially owned by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory Issuer Group Member shall be disregarded and deemed not to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect Outstanding for purposes of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of determination. In determining whether the Indenture Trustee shall be protected in relying upon any Bearer Note specified therein will be presumed to continue for such Direction, only Equipment Notes that a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect Responsible Officer of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased Indenture Trustee actually knows to be Outstandingso owned shall be so disregarded. Notwithstanding the foregoing, if any such Persons legally or beneficially own 100% of the Equipment Notes then Outstanding then such Equipment Notes shall not be so disregarded as aforesaid.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by delivery of an Officer’s Certificate and consistent with to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Equipment Notes of any Series entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soEquipment Notes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer’s Certificate which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of such Series at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Equipment Notes Outstanding of such Series have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Equipment Notes Outstanding will of such Series shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Master Indenture not later than six months one year after the related record date.
(fe) Any Action Direction or other action by the Holder a Noteholder of any an Equipment Note will (including a Control Party or a Requisite Majority) shall bind the Holder Noteholder of every Equipment Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Equipment Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”"action") provided by this Indenture to be given or taken by Noteholders of any Seriesseries, Class class or Tranche tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 7.01801) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity Issuer will solicit from the Holders any Actionaction, the Issuing Entity Issuer may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture ActIssuer's Certificate, fix in advance a record date for the determination of Holders entitled to give such Actionaction, but the Issuing Entity Issuer will have no obligation to do so. If the Issuing Entity Issuer does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 901 before such solicitation. Such Action action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Actionaction, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(fe) Any Action action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action action is made upon such Note. SECTION 105. Notices, etc.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amountTrustee and Issuer. Any notice given action of Noteholders or Action taken other document provided or permitted by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be mademade upon, given or taken by Holdersfurnished to, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.filed with,
(ia) The Issuing Entity may fix a record date the Trustee by any Noteholder or by the Issuer will be sufficient for the every purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective hereunder if made, given given, furnished or taken more than 90 days after such record date.filed in writing to or with the Trustee at its Corporate Trust Office, or
(jb) Notwithstanding the Issuer by the Trustee or by any Noteholder will be sufficient for every purpose hereunder (except as provided in Section 701(c) or, in the case of a request for repayment, as specified in the Note carrying the right to repayment) if in writing and mailed, first-class postage prepaid, to the Issuer addressed to it at the address of its principal office specified in the first paragraph of this Indenture or at any other address previously furnished in writing to the Trustee by the Issuer. SECTION 106. Notices to Noteholders; Waiver. Where this Indenture or any Note provides for notice to Noteholders of any event, such notice will be sufficiently given (unless otherwise herein or in such Note expressly provided) if in writing and mailed, first-class postage prepaid, to each Noteholder affected by such event, at his address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Noteholder will affect the sufficiency of such notice with respect to other Noteholders. Where this Indenture or any Note provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice. Waivers of notice by Noteholders will be filed with the Trustee, but such filing will not be a condition precedent to the validity of any action taken in reliance upon such waiver. In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or otherwise, it will be impractical to mail notice of any event to any Noteholder when such notice is required to be given pursuant to any provision of this Indenture, then any Holder method of any Note or Certified Note Owner that notification as Requesting Party has made a Repurchase Request agrees will be satisfactory to the Trustee and the Issuer will be deemed to be bound by the dispute resolution provisions a sufficient giving of Section 13.06 if such Repurchase Request is not otherwise resolvednotice.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityTrust. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.016.01 hereof) conclusive in favor of the Indenture Trustee and the Issuing EntityTrust, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0411.03.
(ba) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture (American Business Financial Services Inc /De/)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies proxy duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04and, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.3(a).
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and, where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified hereinIn determining whether the Noteholders have given any direction, the ownership of Registered consent, request, demand, authorization, notice, waiver or other Act (a “Direction”) under this Indenture, Notes will be proved owned by the Note Register.
(ii) The ownership Issuer, any Equityholder or any Affiliate of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate Person shall be disregarded and deemed not to be Outstanding for purposes of any Bearer Note specified therein will such determination. In determining whether the Trustee shall be presumed protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to continue for a period be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person owns 100% of one year from the date of such certificate unless at the time Notes of any determination of class Outstanding, such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to Notes shall not be Outstandingso disregarded as aforesaid.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity Issuer may, at its option, by an delivery of Officer’s Certificate and consistent with Certificate(s) to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Notes of any class entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soNotes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer’s Certificate, which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record the applicable class at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Notes Outstanding of such class have authorized or authorized, agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such class shall be computed as of the such record date; provided provided, that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder Noteholder of any Note will shall bind the Holder Noteholder of every Note issued upon the transfer thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is any Direction or other action by the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Beneficial Holder of any Beneficial Interest in any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions shall bind any transferee of Section 13.06 if such Repurchase Request is not otherwise resolvedBeneficial Interest.
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Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an “Act” of any Seriessuch Noteholders, Class which term shall also refer to the instruments or Tranche record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders maywriting or, alternatively, may be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04Article X, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record record, or both, are delivered to the Indenture Trustee, Trustee and, where when it is hereby expressly requiredspecifically required herein, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingIssuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.018.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.049.1. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0410.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person’s authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(iic) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificateNotes, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the any Person so executing such instrument or writing and the date or dates of holding the same may also shall be proved in any other manner which by the Indenture Trustee deems sufficient; Note Register and the Indenture Trustee may in any instance require further proof with respect shall not be affected by notice to any of the matters referred to in this Sectioncontrary.
(ed) If Any act of any Noteholder (i) shall bind the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation holder of such Action or the date Note and every future Noteholder of the most recent list of Noteholders furnished to same Note and the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder Noteholder of every Note issued upon the transfer thereof or in the exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such NoteNote and whether or not such Noteholder has given its consent (unless required under this Indenture) to such Act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including the Issuer or any Affiliate thereof.
(e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Noteholder may be revoked with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) or any subsequent Noteholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable.
(f) Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the Issuer, bear a notation in form approved by the Issuer as to any action taken by such Act of Noteholders. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.
(g) Without limiting The Issuer may, in the foregoingcircumstances permitted by the Trust Indenture Act, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph but shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoingnot be obligated to, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners Noteholders entitled to sign any instrument evidencing or embodying an Act of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such lf a record date is fixed, the Holders on those Persons who were Noteholders at such record date (or their duly appointed proxy or proxiesagents), and only such those Persons, shall be entitled to make, give sign any such instrument evidencing or take embodying an Act of Noteholders or to revoke any such Actioninstrument previously signed, whether or not such Holders remain Holders Persons continue to be Noteholders after such record date. No such Action instrument shall be valid or effective if made, given or taken signed more than 90 calendar days after such record datedate and may be revoked as provided in paragraph (e) above.
(jh) Notwithstanding The Initial Notes and the Exchange Notes shall vote and consent together on all matters as one class, and none of the Notes, and no tranche of Notes, shall have the right to vote or consent as a separate class on any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolvedmatter.
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Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders any Noteholders, or a specified percentage or number of any SeriesNoteholders, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, Trustee as herein provided and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.0111.02) conclusive in favor of the Indenture Trustee and the Issuing Entity, Issuer if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate an acknowledgment of any a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or signer acting in a member of a partnership, on behalf of capacity other than such corporation or partnershipsigner's individual capacity, such certificate or affidavit will shall also constitute sufficient proof of his the signer's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered the Notes will shall be proved by the Note Register.
(iid) The ownership of Bearer Notes Any request, demand, authorization, direction, notice, consent, waiver or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate other Act of any Bearer Note specified therein will be presumed to continue for a period of one year from Noteholder or the date of such certificate unless at the time Noteholders of any determination Series of such holding (A) another certificate bearing a later date issued in respect Notes shall bind every future holder of the same Bearer Note or coupon is produced, (B) Series of Notes and the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution holder of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, suffered or suffered omitted to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(ie) The Issuing Entity may Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Persons who are beneficial owners Noteholders entitled to take any action under this Indenture by vote or consent. Such record date shall be the later of interests in any Global Note held by a Depository entitled under 30 days prior to the procedures first solicitation of such Depository consent or vote or the date of the most recent list of Noteholders, furnished by or to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture the Trustee prior to be made, given or taken by Holderssuch solicitation. If such a record date is fixed, the Holders on those persons who were Noteholders at such record date (or their duly appointed proxy or designated proxies), and only such Personsthose persons, shall be entitled to make, give or take such Actionaction by vote or consent or to revoke any vote or consent previously given, whether or not such Holders remain Holders after such record date. No such Action shall persons continue to be valid or effective if made, given or taken more than 90 days so after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
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Sources: Master Trust Indenture and Security Agreement (Sirrom Capital Corp)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Master Indenture in respect of the Equipment Notes of any Series or Class to be given or taken by Noteholders of or any Series, Class or Tranche Control Party may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders or Control Party in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to the Issuing Entitythis Master Indenture or to Issuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act“ Act ” of the Noteholders or Control Party signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing Entityor Issuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient.
(c) In determining whether the Holders of Equipment Notes or any Control Party shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “ Direction ”) under this Master Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes owned by any Issuer Group Member shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Indenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in if any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect Persons own 100% of the same Bearer Note or coupon is producedEquipment Notes of all Series then Outstanding and all Enhancement Agreements shall have been terminated, (B) the Bearer Note or coupon specified in then such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to Equipment Notes shall not be Outstandingso disregarded as aforesaid.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an delivery of Officers’ Certificates to the Indenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Equipment Notes of any Series entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance which shall be a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of the applicable Series at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Equipment Notes Outstanding of such Series have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Equipment Notes Outstanding will of such Series shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Master Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder of any Equipment Note will or a Control Party shall bind the Holder of every Equipment Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Equipment Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 thirty (30) days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(fe) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(gf) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(hg) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(ih) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 ninety (90) days after such record date.
(ji) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture (Jpmorgan Chase Bank, National Association)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”"action") provided by this Indenture to be given or taken by Noteholders of any Seriesseries, Class class or Tranche tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein or therein otherwise expressly provided, such Action action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 7.01801) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(c) (i) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an a “Noteholder Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Series or Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Noteholder Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Noteholder Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 7.018.01) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Noteholder Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture ActCertificate, fix in advance a record date for the determination of Holders entitled to give direction with respect to such Noteholder Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 thirty (30) days before the first solicitation of such Noteholder Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 9.01 before such solicitation. Such Any direction with respect to such Noteholder Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Noteholder Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(fe) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) .
(a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityTrust. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.016.01 hereof) conclusive in favor of the Indenture Trustee and the Issuing EntityTrust, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0411.03.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where Whenever such execution is by an officer of a corporation or a member of a partnership, partnership on behalf of such corporation or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writingAny request, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Actiondemand, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement direction, notice, consent, waiver or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action other action by the Holder of any Note will Notes shall bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity Trust in reliance thereon thereon, whether or not notation of such Action action is made upon such NoteNotes.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture (Prudential Securities Secured Financing Corp)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”"ACTION") provided by this Indenture to be given or taken by Noteholders of any Series, Class series or Tranche class may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "ACT" of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 7.01SECTION 8.01) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(c) (i) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Indenture (Navistar Financial Dealer Note Master Trust)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes of any class to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies proxy duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04and, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuing EntityRoyalty Sub. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing Entityor Royalty Sub, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.4(a).
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and, where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(c) In determining whether the Noteholders have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a "Direction") under this Indenture, Notes owned by Royalty Sub, Quintiles or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes that a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) Except if any such Person owns 100% of the Notes of any class Outstanding, such Notes shall not be so disregarded as otherwise specified hereinaforesaid, the ownership of Registered Notes will be proved by the Note Register.
and (ii) The ownership if any amount of Bearer Notes or coupons will be proved by the production of such Bearer class so owned by any such Person have been pledged in good faith, such Notes or coupons or by a certificate, satisfactory shall not be disregarded as aforesaid if the pledgee establishes to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory satisfaction of the Trustee the pledgee's right so to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited act with or exhibited respect to such bankNotes and that the pledgee is not Royalty Sub, trust company, recognized securities dealer Quintiles or depository by the Person named in such certificate. Any such certificate may be issued in respect an Affiliate of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be OutstandingPerson.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity Royalty Sub may, at its option, by an delivery of Officer’s Certificate and consistent with 's Certificate(s) to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Notes of any class entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soNotes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer's Certificate, which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record the applicable class at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Notes Outstanding of such class have authorized or authorized, agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such class shall be computed as of the such record date; provided provided, that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder Noteholder of any Note will shall bind the Holder Noteholder of every Note issued upon the transfer thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is any Direction or other action by the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Beneficial Holder of any Beneficial Interest in any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions shall bind any transferee of Section 13.06 if such Repurchase Request is not otherwise resolvedBeneficial Interest.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes of any subclass to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Indenture or to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient.
(c) In determining whether the Holders of Notes have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a "Direction"), under this Indenture, Notes owned by the Issuer or any affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying upon any such Direction, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) Except if any such Person owns 100% of the Notes of any subclass Outstanding, such Notes shall not be so disregarded as otherwise specified hereinaforesaid, the ownership of Registered Notes will be proved by the Note Register.
and (ii) The ownership if any amount of Bearer Notes or coupons will be proved by the production of such Bearer subclass so owned by any such Person have been pledged in good faith, such Notes or coupons or by a certificate, satisfactory shall not be disregarded as aforesaid if the pledgee establishes to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory satisfaction of the Trustee the pledgee's right so to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited act with or exhibited respect to such bankNotes and that the pledgee is not the Issuer, trust company, recognized securities dealer the Depositor or depository by the Person named in such certificate. Any such certificate may be issued in respect any affiliate of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be OutstandingPerson.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with delivery of Officers' Certificates to the Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Notes of any subclass entitled to give any Direction in respect of such Notes. Notwithstanding Section 316(c) of the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will shall be the later of record date specified in such Officer's Certificate which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of the applicable subclass at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Notes Outstanding of such subclass have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such subclass shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder of any Note will shall bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectivelyeach, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.0111.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note a Noteholder will bind the Holder all subsequent Noteholders of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereofsuch Noteholder’s Note, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action is made upon such Note.
(ge) Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder Noteholder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders Noteholders of each such different part.
(hf) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a HolderNoteholder, including a Depository that is the Holder Noteholder of a Global NoteNote representing Book-Entry Notes, may make, give or take, by a proxy or proxies duly 49 ▇▇▇▇ appointed in writing, any Action provided in this Indenture to be made, given or taken by Holdersa Noteholder, and a Depository that is the Holder a Noteholder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in or security entitlements to any such Global Note through such Depository’s standing instructions and customary practices.
(ig) The Issuing Entity Issuer may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in or security entitlements to any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders Noteholders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders Noteholders remain Holders Noteholders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 ninety (90) days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture in respect of the Notes to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies proxy duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04and, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, Trustee or to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingIssuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.041.3(a).
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him or her the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and, where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified hereinIn determining whether the Noteholders have given any Direction under this Indenture, the ownership of Registered Notes will be proved owned by the Note Register.
(ii) The ownership Issuer or any Affiliate of Bearer Notes or coupons will the Issuer shall be proved by the production disregarded and deemed not to be Outstanding for purposes of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of determination. In determining whether the Trustee shall be protected in relying upon any Bearer Note specified therein will be presumed to continue for such Direction, only Notes that a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect Responsible Officer of the same Bearer Note or coupon is producedTrustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (B) the Bearer Note or coupon specified in if any such certificate is produced by some other Person or (C) Persons owns 100% of the Bearer Note or coupon specified in Notes Outstanding, such certificate has ceased to Notes shall not be Outstandingso disregarded as aforesaid.
(d) The fact and date Notwithstanding the definition of execution of any such instrument or writing“Record Date”, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity Issuer may, at its option, by an delivery of Officer’s Certificate and consistent with Certificate(s) to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination of Holders Record Date to determine the Noteholders entitled to give such Action, but the Issuing Entity will have no obligation to do soany Direction. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer’s Certificate, which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders of record Noteholders at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders of Noteholders holding the requisite proportion of Outstanding Notes Outstanding have authorized or authorized, agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will shall be computed as of the such record date; provided provided, that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder Noteholder of any Note will shall bind the Holder Noteholder of every Note issued upon the transfer thereof or thereof, in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
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Acts of Noteholders. (a) 1.12.1 Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture Agreement to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Serieswriting and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered (via a Clearing System, so long as the Notes are held in such Clearing System) to the Indenture Trustee, Fiscal and Paying Agent (acting as Agent of the Issuer) and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture Agreement and (subject to Section 7.01Clause 11 (Agents and Terms of Appointment)) conclusive in favor of the Indenture Trustee Fiscal and Paying Agent and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Clause 1.12.1.
(b) 1.12.2 The fact and date of the execution by any Person person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the a certificate of any a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or signer acting in a member of a partnership, on behalf of such corporation or partnershipcapacity other than his individual capacity, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which that the Indenture Trustee Fiscal and Paying Agent deems sufficient.
(i) Except as otherwise specified herein1.12.3 For purposes of this Agreement, the ownership of Registered Notes will shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect request, demand, authorization, direction, notice, consent, waiver or other Act of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate Noteholder of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect shall bind every future Noteholder of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder Noteholder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, omitted or suffered to be done by the Indenture Trustee Registrar or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
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Sources: Fiscal and Paying Agency Agreement
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Master Indenture in respect of the Notes of any Series or Class or the Collateral to be given or taken by the Indenture Trustee at the Direction of Noteholders of any Series, Class (including a Control Party or Tranche a Requisite Majority) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, Control Party or Requisite Majority, as applicable, in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to this Master Indenture and to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders Noteholders, Control Party or Requisite Majority signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 7.01) any Series Supplement and conclusive in favor of the Indenture Trustee and or the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which that the Indenture Trustee deems sufficient.
(ic) Except In determining whether any Noteholders, any Control Party or any Requisite Majority shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (any of the foregoing may be referred to as otherwise specified hereina “Direction”) under this Master Indenture or any Series Supplement (including without limitation any consent pursuant to Sections 4.04 or 9.02(a)), any Equipment Notes legally or beneficially owned by any Issuer Group Member shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the ownership Indenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of Registered the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, if any such Person legally or beneficially owns 100% of the Equipment Notes will then Outstanding then such Equipment Notes shall not be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production so disregarded for purposes of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstandingdetermination.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by delivery of an Officer’s Certificate and consistent with to the Trust Indenture ActTrustee, fix in advance set a record date for other than the determination Record Date to determine the Noteholders in respect of Holders the Notes of any Series entitled to give any Direction in respect of such Action, but the Issuing Entity will have no obligation to do soNotes. If the Issuing Entity does not so fix a record date, such Such record date will shall be the later of record date specified in such Officer’s Certificate which shall be a date not more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of such Series at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Notes Outstanding of such Series have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Notes Outstanding will of such Series shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Master Indenture not later than six months one year after the related record date.
(fe) Any Action Direction or other action by the Holder of any Note will a Noteholder (including a Control Party or a Requisite Majority) shall bind the Holder Noteholder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
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Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Master Indenture in respect of the Equipment Notes of any Series or Class to be given or taken by Noteholders of or any Series, Class or Tranche Control Party may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders or Control Party in person or by an agent or proxy duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, to each Rating Agency where it is hereby expressly required, required pursuant to the Issuing Entitythis Master Indenture or to Issuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” “ Act “ of the Noteholders or Control Party signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of under this Master Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing Entityor Issuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer of any jurisdiction authorized by law to take acknowledgments of deeds, certifying deeds or administer oaths that the individual signing Person executing such instrument or writing acknowledged to him the execution thereof. Where , or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association, trustee of a trust or member of a partnership, on behalf of such corporation corporation, association, trust or partnership, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient.
(c) In determining whether the Holders of Equipment Notes or any Control Party shall have given any direction, consent, request, demand, authorization, notice, waiver or other Act (a “ Direction “) under this Master Indenture (including without limitation any consent pursuant to Sections 4.04 or 9.02(a) hereof), Equipment Notes owned by any Issuer Group Member shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Indenture Trustee shall be protected in relying upon any such Direction, only Equipment Notes that a Responsible Officer of the Indenture Trustee actually knows to be so owned shall be so disregarded. Notwithstanding the foregoing, (i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in if any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect Persons own 100% of the same Bearer Note or coupon is producedEquipment Notes of all Series then Outstanding and all Enhancement Agreements shall have been terminated, (B) the Bearer Note or coupon specified in then such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to Equipment Notes shall not be Outstandingso disregarded as aforesaid.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same Issuer may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an delivery of Officers’ Certificates to the Indenture Trustee, set a record date other than the Record Date to determine the Noteholders in respect of the Equipment Notes of any Series entitled to give any Direction in respect of such Equipment Notes. Such record date shall be the record date specified in such Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance which shall be a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of more than 30 days before prior to the first solicitation of Noteholders in connection therewith. If such Action or the a record date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before is fixed, such solicitation. Such Action Direction may be given before or after the such record date, but only the Holders Noteholders of record of the applicable Series at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes of determining whether Holders Noteholders of the requisite proportion of Outstanding Equipment Notes Outstanding of such Series have authorized or agreed or consented to such ActionDirection, and for that purpose the Outstanding Equipment Notes Outstanding will of such Series shall be computed as of the such record date; provided that no such authorization, agreement or consent Direction by the Holders Noteholders on the such record date will shall be deemed effective unless it will shall become effective pursuant to the provisions of this Master Indenture not later than six months one year after the record date.
(fe) Any Action Direction or other action by the Holder of any Equipment Note will or a Control Party shall bind the Holder of every Equipment Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such Equipment Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, ------------------- authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an "Act" of any Series--- such Noteholders, Class which term also shall refer to the instruments or Tranche record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders maywriting or, alternatively, may be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04Article X, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record record, or both, are delivered to the Indenture Trustee, and, where and when it is hereby expressly requiredspecifically required herein, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingIssuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.018.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.049.1. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0410.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(iic) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificateNotes, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing any Person, and the date or dates of holding the same may also same, shall be proved in any other manner which by the Indenture Trustee deems sufficient; Note Register and the Indenture Trustee may in any instance require further proof with respect shall not be affected by notice to any of the matters referred to in this Sectioncontrary.
(ed) If Any Act by any Noteholder (i) shall bind the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation holder of such Action or the date Note and every future Noteholder of the most recent list of Noteholders furnished to same Note and the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder Noteholder of every Note issued upon the transfer thereof or in the exchange therefor therefore or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such NoteNote and whether or not such Noteholder has given its consent (unless required under this Indenture) to such act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including the Issuer or any Affiliate thereof.
(e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Noteholder may be revoked with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) or any subsequent Noteholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable.
(f) Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the Issuer, bear a notation in form approved by the Issuer as to any action taken by such Act of Noteholders. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.
(g) Without limiting The Issuer may, in the foregoingcircumstances permitted under the Trust Indenture Act, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph but shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoingnot be obligated to, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners Noteholders entitled to sign any instrument evidencing or embodying an Act of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders on those Persons who were Noteholders at such record date (or their duly appointed proxy or proxiesagents), and only such those Persons, shall be entitled to make, give sign any such instrument evidencing or take embodying an Act of Noteholders or to revoke any such Actioninstrument previously signed, whether or not such Holders remain Holders Persons continue to be Noteholders after such record date. No such Action instrument shall be valid or effective if made, given or taken signed more than 90 days after such record date, and may be revoked as provided in paragraph (e) above.
(jh) Notwithstanding The Initial Notes and the Exchange Notes shall vote and consent together on all matters as one class, and none of the Notes, and no tranche of Notes, shall have the right to vote or consent as a separate class on any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolvedmatter.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders any Noteholders, or a specified percentage or number of any SeriesNoteholders, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture TrusteeTrustee and/or the Administrative Agent, as herein provided, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” "ACT" of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.01SECTION 11.02) conclusive in favor of the Indenture Trustee Trustee, the Administrative Agent and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate an acknowledgement of any a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or signer acting in a member of a partnership, on behalf of capacity other than such corporation or partnershipsigner's individual capacity, such certificate or affidavit will shall also constitute sufficient proof of his the signer's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee and/or the Administrative Agent, as applicable, deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered the Notes will shall be proved by the Note Register.
(iid) The ownership of Bearer Notes Any request, demand, authorization, direction, notice, consent, waiver or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate other Act of any Bearer Note specified therein will be presumed to continue for a period of one year from Noteholder or the date of such certificate unless at the time Noteholders of any determination Series of such holding (A) another certificate bearing a later date issued in respect Notes shall bind every future holder of the same Bearer Note or coupon is produced, (B) Series of Notes and the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution holder of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, suffered or suffered omitted to be done by the Indenture Trustee Trustee, the Administrative Agent or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(ie) The Issuing Entity may Issuer may, but shall not be obligated to, fix a record date for the purpose of determining the Persons who are beneficial owners Noteholders entitled to take any action under this Indenture by vote or consent. Such record date shall be the later of interests in any Global Note held by a Depository entitled under 30 days prior to the procedures first solicitation of such Depository consent or vote or the date of the most recent list of Noteholders, furnished by or to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture the Administrative Agent pursuant to be made, given or taken by HoldersSECTION 12.01 prior to such solicitation. If such a record date is fixed, the Holders on those persons who were Noteholders at such record date (or their duly appointed proxy or designated proxies), and only such Personsthose persons, shall be entitled to make, give or take such Actionaction by vote or consent or to revoke any vote or consent previously given, whether or not such Holders remain Holders after such record date. No such Action shall persons continue to be valid or effective if made, given or taken more than 90 days so after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Master Trust Indenture and Security Agreement (Stone Container Corp)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”"action") provided by this Indenture to be given or taken by Noteholders of any Seriesseries, Class class or Tranche tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein or therein otherwise expressly provided, such Action action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 7.01801) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.his
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders (collectively, an "Act" of any Seriessuch Noteholders, Class which term also shall refer to the instruments or Tranche record evidencing or embodying the same) may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders maywriting or, alternatively, may be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04Article X, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record record, or both, are delivered to the Indenture Trustee, and, where and when it is hereby expressly requiredspecifically required herein, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetingIssuer. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.018.1) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.049.1. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0410.5.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to such officer the execution thereof, or by an affidavit of a witness to such execution or by the certificate of sworn to before any such notary public or other officer authorized by law to take acknowledgments of deedssuch officer, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where and where such execution is by an officer of a corporation or a member association or of a partnershipthe Issuer, on behalf of such corporation corporation, association or partnershipthe Issuer, such certificate or affidavit will shall also constitute sufficient proof of his such Person's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(i) Except as otherwise specified herein, the ownership of Registered Notes will be proved by the Note Register.
(iic) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificateNotes, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing any Person, and the date or dates of holding the same may also same, shall be proved in any other manner which by the Indenture Trustee deems sufficient; Note Register and the Indenture Trustee may in any instance require further proof with respect shall not be affected by notice to any of the matters referred to in this Sectioncontrary.
(ed) If Any Act by any Noteholder (i) shall bind the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation holder of such Action or the date Note and every future Noteholder of the most recent list of Noteholders furnished to same Note and the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder Noteholder of every Note issued upon the transfer thereof or in the exchange therefor therefore or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action action is made upon such NoteNote and whether or not such Noteholder has given its consent (unless required under this Indenture) to such act or was present at any duly held meeting, and (ii) shall be valid notwithstanding that such Act is taken in connection with the transfer of such Note to any other Person, including the Issuer or any Affiliate thereof.
(e) Until such time as written instruments shall have been delivered with respect to the requisite percentage of principal amount of Notes for the Act contemplated by such instruments, any such instrument executed and delivered by or on behalf of a Noteholder may be revoked with respect to any or all of such Notes by written notice by such Noteholder (or its duly appointed agent) or any subsequent Noteholder (or its duly appointed agent), proven in the manner in which such instrument was proven unless such instrument is by its terms expressly irrevocable.
(f) Notes authenticated and delivered after any Act of Noteholders may, and shall if required by the Issuer, bear a notation in form approved by the Issuer as to any action taken by such Act of Noteholders. If the Issuer shall so determine, new Notes so modified as to conform, in the opinion of the Issuer, to such action, may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes.
(g) Without limiting The Issuer may, in the foregoingcircumstances permitted under the Trust Indenture Act, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph but shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoingnot be obligated to, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners Noteholders entitled to sign any instrument evidencing or embodying an Act of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by HoldersNoteholders. If such a record date is fixed, the Holders on those Persons who were Noteholders at such record date (or their duly appointed proxy or proxiesagents), and only such those Persons, shall be entitled to make, give sign any such instrument evidencing or take embodying an Act of Noteholders or to revoke any such Actioninstrument previously signed, whether or not such Holders remain Holders Persons continue to be Noteholders after such record date. No such Action instrument shall be valid or effective if made, given or taken signed more than 90 days after such record date, and may be revoked as provided in paragraph (e) above.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly provided, such Action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing Entity. Such instrument or instruments and any such record (and the Action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meeting. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Indenture Trustee and the Issuing Entity, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(i) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this SectionSection 1.04.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee or the Issuing Entity in reliance thereon whether or not notation of such Action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Base Indenture or any Indenture Supplement to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent agents duly appointed in writing. If Notes of a Series, Class or Tranche are issuable ; and except as otherwise expressly provided in whole this Base Indenture or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except as herein otherwise expressly providedSupplement, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein in this Base Indenture or in any Indenture Supplement and evidenced thereby) are herein sometimes referred to in this Base Indenture as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Base Indenture or any Indenture Supplement and (subject to Section 7.01Article XI) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.0415.03.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other reasonable manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified hereinThe ownership, principal balance and serial numbers of the ownership Notes, and the date of Registered Notes will holding the same, shall be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will Issuer shall solicit from the Holders Noteholders any Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, the Issuing Entity Issuer may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders Noteholders entitled to give such Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, but the Issuing Entity will Issuer shall have no obligation to do so. Any such record date shall be fixed at the Issuer’s discretion. If not set by the Issuing Entity does not so fix Issuer prior to the first solicitation of a record dateNoteholder made by any Person in respect of any such matters referred to in the foregoing sentence, such record date will shall be the later of 30 date thirty (30) days before the prior to such first solicitation of Noteholders. If such Action a record date is fixed, such request, demand, authorization, direction, notice, consent and waiver or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action other Act may be sought or given before or after the record date, but only the Holders Noteholders of record at the close of business on the such record date will shall be deemed to be Holders Noteholders for the purposes purpose of determining whether Holders Noteholders of the requisite proportion of the Notes Outstanding have authorized or agreed or consented to such Actionrequest, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Notes Outstanding will shall be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(fe) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will Notes shall bind the Holder of every Note issued upon the transfer registration thereof or in exchange therefor or in lieu thereof, in respect of anything done done, omitted or suffered to be done by the Indenture Trustee Trustee, the Servicer or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(gf) Without limiting the foregoing, a Holder Noteholder entitled hereunder or under any Indenture Supplement to take any Action action hereunder or thereunder with regard to any particular Note may do so with regard to all or any part of the principal amount balance of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts balance of such principal amount Note.
(g) The Indenture Trustee (in each of its capacities) agrees to accept and act upon instructions or directions pursuant to this paragraph shall have the same effect as if given Base Indenture, any other Transaction Document or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository any additional document executed in connection herewith that is manually signed, printed on the Holder of a Global Noteapplicable corporate letterhead and sent by unsecured email sent to ▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇ or other similar unsecured electronic methods, may makeprovided, give however, that any person providing such instructions or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may directions shall provide its proxy or proxies to the beneficial owners of interests in any Indenture Trustee an incumbency certificate listing persons designated to provide such Global Note through such Depository’s standing instructions and customary practices.
or directions (i) The Issuing Entity may fix a record date for including the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures email addresses of such Depository to makepersons), give which incumbency certificate shall be amended whenever a person is added or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holdersdeleted from the listing. If such a record date is fixedperson elects to give the Indenture Trustee email (of .pdf or similar files) and the Indenture Trustee in its sole discretion elects to act upon such instructions, the Holders Indenture Trustee’s reasonable understanding of such instructions shall be deemed controlling. The Indenture Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Indenture Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any person providing such instructions or directions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Indenture Trustee, including without limitation the risk of the Indenture Trustee acting on such record date or their duly appointed proxy or proxiesunauthorized instructions, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record datethe risk of interception and misuse by third parties.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Base Indenture (Tucows Inc /Pa/)
Acts of Noteholders. (a) Any request, demand, authorization, directiondirec tion, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by Noteholders any Noteholders, or a specified percentage or number of any SeriesNoteholders, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders Noteholders, in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, as herein provided, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.0111.02) conclusive in favor of the Indenture Trustee and the Issuing EntityIssuer, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04Section.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to of such execution or by the certificate an acknowledgment of any a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or signer acting in a member of a partnership, on behalf of capacity other than such corporation or partnershipsigner's individual capacity, such certificate or affidavit will shall also constitute sufficient proof of his the signer's authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered the Notes will shall be proved by the Note Register.
(iid) The ownership of Bearer Notes Any request, demand, authorization, direction, notice, consent, waiver or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate other Act of any Bearer Note specified therein will be presumed to continue for a period of one year from Noteholder or the date of such certificate unless at the time Noteholders of any determination Series of such holding (A) another certificate bearing a later date issued in respect Notes shall bind every future holder of the same Bearer Note or coupon is produced, (B) Series of Notes and the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution holder of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, suffered or suffered omitted to be done by the Indenture Trustee or the Issuing Entity Issuer in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
Appears in 1 contract
Sources: Master Trust Indenture and Security Agreement (Wentworth J G & Co Inc)
Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Actionaction”) provided by this Indenture to be given or taken by Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action action will become effective when such instrument or instruments or record are delivered to the Indenture Trustee, the Paying Agent or the Note Registrar, as applicable, and, where it is hereby expressly required, to the Issuing EntityIssuer. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, agent will be sufficient for any purpose of this Indenture and (subject to Section 7.018.01) conclusive in favor of the Indenture Trustee Trustee, the Paying Agent, the Note Registrar and the Issuing EntityIssuer, as applicable, if made in the manner provided in this Section 1.04. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04.
(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness to such execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or a member of a partnership, on behalf of such corporation or partnership, such certificate or affidavit will also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person executing the same, may also be proved in any other manner which the Indenture Trustee Trustee, the Paying Agent or the Note Registrar, as applicable, deems sufficient.
(ic) Except as otherwise specified herein, the The ownership of Registered Notes will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificate. Any such certificate may be issued in respect of one or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity Issuer will solicit from the Holders Noteholders any Actionaction, the Issuing Entity Issuer may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture ActCertificate, fix in advance a record date Record Date for the determination of Holders Noteholders entitled to give such Actionaction, but the Issuing Entity Issuer will have no obligation to do so. If the Issuing Entity Issuer does not so fix a record dateRecord Date, such record date Record Date will be the later of 30 thirty (30) days before the first solicitation of such Action action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 9.01 before such solicitation. Such Action action may be given before or after the record dateRecord Date, but only the Holders Noteholders of record at the close of business on the record date Record Date will be deemed to be Holders Noteholders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Actionaction, and for that purpose the Notes Outstanding will be computed as of the record dateRecord Date; provided that no such authorization, agreement or consent by the Holders Noteholders on the record date Record Date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record dateRecord Date.
(fe) Any Action request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note will bind the Holder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Indenture Trustee Trustee, the Paying Agent, the Note Registrar or the Issuing Entity Issuer in reliance thereon whether or not notation of such Action action is made upon such Note.
(g) Without limiting the foregoing, a Holder entitled hereunder to take any Action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
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Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action (collectively, an “Action”) provided by this Indenture to be given or taken by the Noteholders of any Series, Class or Tranche may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by an agent duly appointed in writing. If Notes of a Series; and, Class or Tranche are issuable in whole or in part as Bearer Notes, any Action provided by this Indenture to be given or taken by such Noteholders may, alternatively, be embodied in and evidenced by the record of such Noteholders voting in favor thereof, either in person or by proxies duly appointed in writing, at any meeting of Noteholders duly called and held in accordance with the provisions of Section 8.04, or a combination of such instruments and any such record. Except except as herein otherwise expressly provided, such Action will action shall become effective when such instrument or instruments or record are delivered to the Indenture Trustee, Trustee and, where it is hereby expressly required, to the Issuing EntityCompany. Such instrument or instruments and any such record (and the Action action embodied therein and evidenced thereby) are herein sometimes referred to as the “"Act” " of the Noteholders signing such instrument or instruments and so voting at any meetinginstruments. Proof of execution of any such instrument or of a writing appointing any such agent, or the holding by any Person of a Note, will agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.015.1 hereof) conclusive in favor of the Indenture Trustee and the Issuing EntityCompany, if made in the manner provided in this Section 1.041.4. The record of any meeting of Noteholders shall be proved in the manner provided in Section 8.04.
(b) The fact and date of the execution by any Person of any such instrument or writing pursuant to this Section 1.4 may be proved by the affidavit of a witness to of such execution or by the a certificate of any a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by an officer of a corporation or signer acting in a member of a partnership, on behalf of such corporation or partnershipcapacity other than his individual capacity, such certificate or affidavit will shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the person Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.
. Any Noteholder shall (i) Except except as otherwise specified hereinrequired by law) be treated as absolute owner of the Note(s) which it holds for all purposes (whether or not it is overdue and regardless of any notice of ownership, the ownership trust or any other interest therein, any writing thereon or any notice of Registered Notes previous loss or theft thereof) and no person will be proved by the Note Register.
(ii) The ownership of Bearer Notes or coupons will be proved by the production of liable for so treating such Bearer Notes or coupons or by a certificate, satisfactory to the Issuing Entity, executed, as depository, by any bank, trust company, recognized securities dealer or depository, wherever situated, satisfactory to the Issuing Entity. Each such certificate will be dated and will state that on the date thereof a Bearer Note or coupon bearing a specified serial number was deposited with or exhibited to such bank, trust company, recognized securities dealer or depository by the Person named in such certificateNoteholder. Any such certificate may be issued in respect of one request, demand, authorization, direction, notice, consent, waiver or more Bearer Notes or coupons specified therein. The holding by the Person named in any such certificate other Act of any Bearer Note specified therein will be presumed to continue for a period of one year from the date of such certificate unless at the time of any determination of such holding (A) another certificate bearing a later date issued in respect Noteholder shall bind every future Noteholder of the same Bearer Note or coupon is produced, (B) the Bearer Note or coupon specified in such certificate is produced by some other Person or (C) the Bearer Note or coupon specified in such certificate has ceased to be Outstanding.
(d) The fact and date of execution of any such instrument or writing, the authority of the Person executing the same and the principal amount and serial numbers of Bearer Notes held by the Person so executing such instrument or writing and the date of holding the same may also be proved in any other manner which the Indenture Trustee deems sufficient; and the Indenture Trustee may in any instance require further proof with respect to any of the matters referred to in this Section.
(e) If the Issuing Entity will solicit from the Holders any Action, the Issuing Entity may, at its option, by an Officer’s Certificate and consistent with the Trust Indenture Act, fix in advance a record date for the determination of Holders entitled to give such Action, but the Issuing Entity will have no obligation to do so. If the Issuing Entity does not so fix a record date, such record date will be the later of 30 days before the first solicitation of such Action or the date of the most recent list of Noteholders furnished to the Indenture Trustee pursuant to Section 8.01 before such solicitation. Such Action may be given before or after the record date, but only the Holders of record at the close of business on the record date will be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Notes Outstanding have authorized or agreed or consented to such Action, and for that purpose the Notes Outstanding will be computed as of the record date; provided that no such authorization, agreement or consent by the Holders on the record date will be deemed effective unless it will become effective pursuant to the provisions of this Indenture not later than six months after the record date.
(f) Any Action by the Holder of any Note will bind the Holder Noteholder of every Note issued upon the transfer thereof or in exchange therefor or in lieu thereof, thereof in respect of anything done done, omitted or suffered to be done by the Indenture Trustee or the Issuing Entity Company in reliance thereon thereon, whether or not notation of such Action action is made upon such Note.
(g) . Without limiting the foregoing, a Holder Noteholder entitled hereunder to take any Action action hereunder with regard to any particular Note may do so with regard to all or any part of the principal amount of such Note or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount. Any notice given or Action taken by a Holder or its agents with regard to different parts of such principal amount pursuant to this paragraph shall have the same effect as if given or taken by separate Holders of each such different part.
(h) Without limiting the generality of the foregoing, unless otherwise specified pursuant to Section 3.01 or pursuant to one or more Indenture Supplements, a Holder, including a Depository that is the Holder of a Global Note, may make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders, and a Depository that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners of interests in any such Global Note through such Depository’s standing instructions and customary practices.
(i) The Issuing Entity may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any Global Note held by a Depository entitled under the procedures of such Depository to make, give or take, by a proxy or proxies duly appointed in writing, any Action provided in this Indenture to be made, given or taken by Holders. If such a record date is fixed, the Holders on such record date or their duly appointed proxy or proxies, and only such Persons, shall be entitled to make, give or take such Action, whether or not such Holders remain Holders after such record date. No such Action shall be valid or effective if made, given or taken more than 90 days after such record date.
(j) Notwithstanding any other provision of this Indenture, any Holder of any Note or Certified Note Owner that as Requesting Party has made a Repurchase Request agrees to be bound by the dispute resolution provisions of Section 13.06 if such Repurchase Request is not otherwise resolved.
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