Directing Notes definition
Examples of Directing Notes in a sentence
The Indenture Trustee may be removed at any time with or without cause by the written direction or upon affirmative vote of the Holders of a majority in aggregate principal amount of the Directing Notes then Outstanding or their attorneys-in-fact duly authorized.
Prior to the time a judgment or decree for payment of money due has been obtained as described in Section 5.2, the Noteholders of not less than a majority of the Outstanding Amount of Directing Notes may waive any past Default hereunder and its consequences except a Default (a) in payment when due of principal of or interest on any of the Outstanding Notes or (b) in respect of a covenant or provision hereof which cannot be modified or amended without the consent of each Noteholder.
The holders of Directing Notes evidencing not less than a majority of the Outstanding Amount of the Directing Notes may, on behalf of all Noteholders and Certificateholders, waive in writing any default by the Master Servicer or Administrator, as the case may be, in the performance of its obligations hereunder and any consequences thereof, except a default in making any required payments from any of the Trust Accounts (or giving instructions regarding the same) in accordance with this Agreement.
If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority in Outstanding Amount of Directing Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.
In the event the Indenture Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the Outstanding Amount of the Outstanding Directing Notes, the Indenture Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture based upon the larger percentage of Noteholders as of a date certain.
Notwithstanding the foregoing, the entire unpaid principal amount of each Class of Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if either the Indenture Trustee or the Noteholders of the Directing Notes representing not less than a majority of the Outstanding Amount of Directing Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.
In making all determinations of votes under the Collateral Trust and Notes Priority Intercreditor Agreement, the Collateral Trustee will be entitled to rely upon the votes, and relative outstanding amounts, as determined and reported to it by the Directing Notes Priority Representative, and will have no duty to independently ascertain such votes or amounts.
The Collateral Trust and Notes Priority Intercreditor Agreement provides that, if the Collateral Trustee at any time receives written notice from the Directing Notes Priority Representative that any Triggering Event has occurred entitling the Collateral Trustee to foreclose upon, collect or otherwise enforce its Liens on the Collateral, the Collateral Trustee will promptly deliver written notice thereof to each Notes Priority Representative, unless such notice is not required by the governing indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of each Class of Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing, if either the Indenture Trustee or the Noteholders of the Notes representing not less than a majority of the Outstanding Amount of Directing Notes have declared the Notes to be immediately due and payable in the manner provided in Section 5.