Indenture Trustee to Act Clause Samples
The "Indenture Trustee to Act" clause defines the responsibilities and authority of the indenture trustee to take actions on behalf of the bondholders or noteholders under the terms of the indenture agreement. Typically, this clause outlines the circumstances under which the trustee must act, such as upon receiving instructions from a specified percentage of holders or when certain events of default occur. It may also specify the procedures the trustee must follow and any limitations on its actions. The core function of this clause is to ensure that there is a clear, authorized party empowered to enforce the rights of the security holders and manage the administration of the indenture, thereby providing structure and certainty in the event of issues or disputes.
Indenture Trustee to Act. Appointment of Successor. (a) (i) On and after the time the Servicer receives a notice of termination pursuant to Section 8.01, or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 7.04, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, and except as otherwise provided in this Section 8.02, the Indenture Trustee (provided the Indenture Trustee receives 20 days’ prior written notice) or another successor servicer shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for in this Agreement, and shall be subject to all the responsibilities, restrictions, duties, liabilities and termination provisions relating thereto placed on the Servicer by the terms and provisions of this Agreement. The Indenture Trustee or another successor servicer and the Indenture Trustee shall take such action, consistent with this Agreement, as shall be necessary to effect any such succession. If the Indenture Trustee or any other successor servicer is acting as Servicer hereunder, it shall be subject to termination under Section 8.01 upon the occurrence or continuation of a Servicer Event of Default applicable to it as Servicer. The Indenture Trustee hereby agrees to act as successor servicer pursuant to the terms of this Agreement upon the termination or resignation of the Servicer as provided in this Section 8.02, provided that the Indenture Trustee receives all of the necessary documents relating to the Mortgage Loans and computer records reflecting the status of the Mortgage Loans as of the date of such transfer of servicing. The Indenture Trustee and any successor servicer will not be obligated to incur any expenses or costs (including, without limitation, legal fees and the preparation and recording of all intervening assignments of mortgage) in connection with the transfer of servicing of the Mortgage Loans to the Indenture Trustee, as successor servicer, or any other successor servicer, as applicable, or to compel the performance of any obligations by any party to this Agreement. Any successor servicer and the Indenture Trustee prior to its becoming the successor servicer shall not be liable for any actions, omissions or defaults of any servicer prior to it or breaches of representations and warranties of the servicer pr...
Indenture Trustee to Act. If the Issuer fails to enforce the purchase or substitution obligations of the Company under the Contract Acquisition Agreement in accordance with clause (b) above, the Indenture Trustee is hereby appointed attorney-in-fact to act on behalf of and in the name of the Issuer to require such purchase or substitution.
Indenture Trustee to Act. Appointment of Successor -------------------------------------------------- On and after the time of the Servicer's immediate termination, or the Servicer's receipt of notice if required by Section 9.01, or at any time if the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 8.04 or the Servicer is removed as Servicer pursuant to this Article IX, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties
Indenture Trustee to Act. Solely with Consent of the Note Purchaser. The Indenture Trustee shall not, without the Note Purchaser's consent or unless directed by the Note Purchaser:
(a) terminate the rights and obligations of the Servicer as servicer pursuant to Section 9.01 hereof;
(b) agree to any amendment pursuant to Section 12.03 hereof; or
(c) undertake any litigation for the benefit of the Noteholders. The Note Purchaser may, in writing and in its sole discretion renounce all or any of its rights under this Section 9.05 or any requirement for the Note Purchaser's consent for any period of time.
Indenture Trustee to Act. Appointment of
Indenture Trustee to Act. Solely with Consent of the Note Insurer. Unless Note Insurer Default exists, the Indenture Trustee shall not, without the Note Insurer's consent or unless directed by the Note Insurer:
(a) terminate the rights and obligations of the Servicer as Servicer pursuant to Section 7.01;
(b) agree to any amendment pursuant to Article XI, provided, however, that such consent shall not be unreasonably withheld; or
(c) undertake any litigation. The Note Insurer may, in writing and in its sole discretion renounce all or any of its rights under section 7.04, 7.05 or 7.06 or any requirement for the Note Insurer's consent for any period of time.
Indenture Trustee to Act. Solely with Consent of the Insurer. Unless an Insurer Default has occurred and is continuing, the Indenture Trustee shall not agree to any amendment pursuant to Section 12.01 or terminate the Servicer pursuant to Section 7.01, in each case without the prior written consent of the Insurer (which consent shall not be unreasonably withheld).
Indenture Trustee to Act. Solely with Consent of the Controlling Party. The Indenture Trustee shall not, without the Controlling Party's consent or unless directed by the Controlling Party:
(a) terminate the rights and obligations of the Servicer as Servicer pursuant to Section 9.01 hereof;
(b) agree to any amendment pursuant to Section 13.02 hereof; or
(c) undertake any litigation. The Controlling Party may, in writing and in its sole discretion renounce all or any of its rights under Sections 9.04 or 9.05 or any requirement for the Controlling Party's consent for any period of time.
Indenture Trustee to Act. Appointment of SuccessorOn and after the time the Servicer receives a notice of termination pursuant to Section 7.01 or the Indenture Trustee receives the resignation of the Servicer evidenced by an Opinion of Counsel pursuant to Section 5.21, or the Servicer is removed as Servicer pursuant to this Article VII, in which event the Indenture Trustee shall promptly notify the Rating Agencies, except as otherwise provided in Section 7.01, the Indenture Trustee shall be the successor in all respects to the Servicer in its capacity as servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions hereof arising on or after the date of succession; provided, however, that the Indenture Trustee shall not be liable for any actions or the representations and warranties of any Servicer prior to it and including, without limitation, the obligations of the Servicer set forth in Sections 2.06 and 4.02 hereof. The Indenture Trustee, as successor Servicer, shall be obligated to pay Compensating Interest pursuant to Section 6.05 in any event and to make advances pursuant to Section 5.18 unless, and only to the extent the Indenture Trustee determines reasonably and in good faith that such advances would not be recoverable pursuant to Section 5.04, such determination to be evidenced by a certification of a Responsible Officer of the Indenture Trustee delivered to the Note Insurer.
Indenture Trustee to Act. Solely with Consent of the Initial Purchaser. The Indenture Trustee shall not, without the Initial Purchaser's consent or unless directed by the Initial Purchaser:
(a) terminate the rights and obligations of the Servicer as Servicer pursuant to Section 9.01 hereof;
(b) agree to any amendment pursuant to Section 12.03 hereof; or
(c) undertake any litigation. The Initial Purchaser may, in writing and in its sole discretion renounce all or any of its rights under this Section 9.05 or any requirement for the Initial Purchaser's consent for any period of time.