By Owner Participant Sample Clauses

By Owner Participant. At any --------------- -------------------- time while either (x) a Lease Event of Default has occurred and has been continuing for a period of 180 days during which the Certificate Holders or the Indenture Trustee shall not have been stayed or otherwise precluded by operation of law from taking action to accelerate the Certificates or to exercise remedies hereunder or under any Lease, or (y) the Certificates shall have become due and payable as provided in Section 4.04(b) or 4.04(c), and, provided in either case that no Indenture Default which is not a Lease Default shall have occurred and be continuing, the Owner Participant may at any time within 60 days thereafter elect to purchase all, but not less than all, Certificates then outstanding. Upon receipt of written notice of such election from the Owner Participant, which notice in order to be effective shall state that it is irrevocable and shall designate a date not more than fourteen calendar days thereafter as the purchase date, each Certificate Holder agrees that it will, upon payment to it in the manner provided for in Section 2.05 from the Owner Participant of an amount equal to the aggregate unpaid principal amount of all Certificates then held by such Certificate Holder, together with accrued and unpaid interest thereon to the date of payment, the Premium Amount, if any, for such Certificate Holder and all other sums then due and payable to such Certificate Holder hereunder, under such Certificates and the other Operative Agreements, forthwith sell, assign, transfer and convey to the purchaser (without recourse, TRUST INDENTURE representation or warranty of any kind except for its own acts), all of the right, title and interest of such Certificate Holder in and to the Indenture Estate, the Collateral, this Indenture, all Certificates held by such Certificate Holder and the other Operative Agreements (excluding all right, title and interest under any of the foregoing to the extent such right, title or interest is with respect to an obligation not then due and payable or past due (other than any claims in respect of past due interest to the extent included in the purchase price of the Certificates), with respect to any action or inaction or state of affairs occurring prior to such sale) and the purchaser shall assume all of such Certificate Holder's obligations under the other Operative Agreements and this Indenture. If the purchaser shall so request, such Certificate Holder will comply with all t...
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By Owner Participant. If (but only if) the Lessor (acting with the written consent of the Indenture Trustee in accordance with Section 2.6(b) of the Indenture) rejects any Rejectable Offer made to it by the Lessee pursuant to Section 6.01(g)(A) of the Participation Agreement and Section 21(a)(iv)(A) above, the Owner Participant may elect to accept or reject the separate Rejectable Offer made to it under Section 6.01(g)(B) of the Participation Agreement and Section 21(a)(iv)(B) above by delivering a notice to the Lessee, with copies to the Corporate Owner Trustee, the Lessor, the Indenture Trustee and each Noteholder to such effect not later than 20 days prior to the proposed OP Designated Event Purchase Date. If the Owner Participant fails to give notice to the Lessee of its acceptance or rejection of any such Rejectable Offer, it shall automatically and irrevocably be deemed to have rejected such Rejectable Offer.

Related to By Owner Participant

  • Owner Participant The Person to whom on the Delivery Date the Initial Owner Participant shall transfer its Beneficial Interest pursuant to Section 3.02 of the Original Participation Agreement and any successors thereto, and any Person to which the Owner Participant transfers, in accordance with the Trust Agreement, its right, title and interest in and to the Operative Agreements and the Lessor's Estate.

  • Instructions for Certification – First Tier Participants a. By signing and submitting this proposal, the prospective first tier participant is providing the certification set out below.

  • Compensation for the Master Servicer The Master Servicer will be entitled to all income and gain realized from any investment of funds in the Distribution Account and the Master Servicer Collection Account, pursuant to Article IV, for the performance of its activities hereunder. Servicing compensation in the form of assumption fees, if any, late payment charges, as collected, if any, or otherwise (but not including any prepayment premium or penalty) shall be retained by the applicable Servicer and shall not be deposited in the Protected Account. The Master Servicer shall be required to pay all expenses incurred by it in connection with its activities hereunder and shall not be entitled to reimbursement therefor except as provided in this Agreement.

  • No Contractual Relationship Between Subservicer and Trustee or Certificateholders Any Subservicing Agreement that may be entered into and any other transactions or services relating to the Mortgage Loans involving a Subservicer in its capacity as such and not as an originator shall be deemed to be between the Subservicer and the Master Servicer alone and the Trustee and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations, duties or liabilities with respect to the Subservicer in its capacity as such except as set forth in Section 3.06. The foregoing provision shall not in any way limit a Subservicer's obligation to cure an omission or defect or to repurchase a Mortgage Loan as referred to in Section 2.02 hereof.

  • ACTIONS BY OWNER TRUSTEE Section 4.1 Prior Notice to Owners with Respect to Certain Matters.......IV-1 Section 4.2 Action by Owners with Respect to Certain Matters.............IV-3 Section 4.3 Action by Owners with Respect to Bankruptcy..................IV-3 Section 4.4 Restrictions on Owners' Power................................IV-3 Section 4.5 Majority Control.............................................IV-3 ARTICLE V APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

  • Compensation of Owner Trustee SECTION 7.1. Owner Trustee's Fees and Expenses..............................17 SECTION 7.2. Indemnification................................................17 SECTION 7.3. Payments to Owner Trustee......................................18

  • Instructions for Certification - Lower Tier Participants (Applicable to all subcontracts, purchase orders and other lower tier transactions requiring prior FHWA approval or estimated to cost $25,000 or more - 2 CFR Parts 180 and 1200)

  • Payments from Owner Trust Estate All payments to be made by the Owner Trustee under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party shall be made only from the income and proceeds of the Owner Trust Estate and only to the extent that the Owner Trustee shall have received income or proceeds from the Owner Trust Estate to make such payments in accordance with the terms hereof. Wilmington Trust Company or any successor thereto, in its individual capacity, shall not be liable for any amounts payable under this Agreement or any of the Basic Documents to which the Trust or the Owner Trustee is a party.

  • Compensation to the Master Servicer The Master Servicer shall be entitled to receive a monthly fee equal to the Master Servicing Fee, as compensation for services rendered by the Master Servicer under this Agreement. The Master Servicer also will be entitled to any late reporting fees paid by a Servicer pursuant to its Servicing Agreement, any investment income on funds on deposit in the Certificate Account and any Liquidation Profits to which a Servicer is not entitled under its Servicing Agreement.

  • Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping (a) Upon determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written notice thereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination), the Operating Advisor, the Certificate Administrator, the Trustee, the related Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider and shall promptly deliver a copy of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing File to the Operating Advisor and shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage File, but including copies thereof) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Serviced Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting through a Sub-Servicer. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date such Serviced Loan became a Specially Serviced Loan and in any event shall continue to act as Master Servicer and administrator of such Serviced Loan until the Special Servicer has commenced the servicing of such Serviced Loan, which shall occur upon the receipt by the Special Servicer of the Servicing File. With respect to each such Serviced Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related Mortgagor to continue to remit all payments in respect of such Serviced Loan to the Master Servicer. The Master Servicer shall forward any notices it would otherwise send to the Mortgagor of such a Specially Serviced Loan to the Special Servicer who shall send such notice to the related Mortgagor. Upon determining that a Specially Serviced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice thereof to the Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion Loan Holder, the related Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider and, upon giving such notice and the return of the Servicing File to the Master Servicer, such Serviced Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso of the definition of Specially Serviced Loans, the Special Servicer’s obligation to service such Serviced Loan shall terminate and the obligations of the Master Servicer to service and administer such Serviced Loan as a Serviced Loan that is not a Specially Serviced Loan shall resume. In addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to make payments to the Special Servicer, upon such determination, the Special Servicer shall instruct the related Mortgagor to remit all payments in respect of such Specially Serviced Loan directly to the Master Servicer.

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