Prior Notice to Beneficiary and Transferor with Respect to Certain Matters Sample Clauses
The "Prior Notice to Beneficiary and Transferor with Respect to Certain Matters" clause requires that specific parties, typically the beneficiary and the transferor in a transaction, receive advance notification before certain actions or decisions are taken. In practice, this means that if the trustee or another party intends to make a significant change—such as modifying trust terms, distributing assets, or taking legal action—they must inform both the beneficiary and the transferor ahead of time, often within a specified notice period. This clause ensures transparency and gives affected parties the opportunity to respond or object, thereby preventing surprises and promoting fairness in the administration of the agreement.
Prior Notice to Beneficiary and Transferor with Respect to Certain Matters. With respect to the following matters, the Owner Trustee shall not take action unless at least 30 days (or such lesser time as shall be agreed upon in writing by the Beneficiary and the Transferor) before the taking of such action the Owner Trustee shall have notified the Beneficiary and the Transferor:
(a) the initiation of any claim or lawsuit by the Owner Trust (other than an action to collect on any Receivable) and the settlement of any action, claim or lawsuit brought by or against the Owner Trust (other than an action to collect on any Receivable);
(b) the election by the Owner Trust to file an amendment to the Certificate of Trust;
(c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required;
(d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Beneficiary or the Transferor;
(e) the amendment, change or modification of the Transfer and Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Beneficiary; or
(f) the appointment pursuant to the Indenture of a replacement or successor Note Registrar or Indenture Trustee, or the consent to the assignment by the Note Registrar or Indenture Trustee of its obligations under the Indenture.
Prior Notice to Beneficiary and Transferor with Respect to Certain Matters. With respect to the following matters, unless otherwise instructed by the Beneficiary and the Transferor, the Owner Trustee shall not take action unless at least 30 days before the taking of such action the Owner Trustee shall have notified the Beneficiary and the Transferor and neither the Beneficiary nor the Transferor shall have notified the Owner Trustee in writing within 30 days of such notice that it objects to the Owner Trustee taking such action:
(a) the initiation of any claim or lawsuit by the Trust (other than an action to collect on any Receivable) or the compromise or settlement of any action, claim or lawsuit brought by or against the Trust (other than an action to collect on any Receivable);
(b) the filing of an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act);
(c) the amendment of the Indenture by an Indenture Supplement in circumstances where the consent of any Noteholder is required;
(d) the amendment of the Indenture by an Indenture Supplement in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Beneficiary or the Transferor;
(e) the amendment, change or modification of the Servicing Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Beneficiary or the Transferor;
(f) the amendment, change or modification of the Transfer Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Beneficiary or the Transferor; or
(g) the appointment pursuant to the Indenture of a replacement or successor Note Registrar or Indenture Trustee, or the consent to the assignment by the Note Registrar or Indenture Trustee of its obligations under the Indenture.