Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 34 contracts

Samples: Pooling and Servicing Agreement (Structured Asset Mort Inv Ii Inc Bear Stearns Alt a Tr 04 11), Pooling and Servicing Agreement (Structured Asset Mort Inv Ii Inc Bear Stearns Alt a Tr 04 7), Pooling and Servicing Agreement (Bear Stearns Arm Trust, Mortgage Pass-Through Certificates, Series 2004-5)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor~~Seller, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 23 contracts

Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc), Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc), Pooling and Servicing Agreement (Bear Stearns Arm Trust 2003-5)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the ~~Trust~~Issuing Entity, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the ~~Trust~~Issuing Entity, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the ~~Trust~~Issuing Entity, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing ~~Fractional Undivided~~ Percentage Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 19 contracts

Samples: Pooling and Servicing Agreement (Merrill Lynch Investors Trust, Series 2006-A2), Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar3), Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar1)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the ~~Trustee~~ Securities Administrator a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 14 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-6), Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2007-3), Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-7)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~12.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 13 contracts

Samples: Pooling and Servicing Agreement (Bankunited Trust 2005-1, Mortgage Pass-Through Certificates, Series 2005-1), Pooling and Servicing Agreement (Bear Stearns ARM Trust 2006-4), Pooling and Servicing Agreement (Bear Stearns ARM Trust 2005-10)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor, the Securities Administrator, the Master Servicer~~ Depositor or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Grantor Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Grantor Trustee to institute such action, suit or proceeding in its own name as Grantor Trustee hereunder and shall have offered to the Grantor Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Grantor Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~9.05, each and every Certificateholder and the Grantor Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 8 contracts

Samples: Grantor Trust Agreement (Structured Asset Mortgage Investments II Trust 2007-Ar4), Grantor Trust Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar3), Grantor Trust Agreement (Bear Stearns Mortgage Funding Trust 2007-Ar4)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the ~~Trustee~~ Securities Administrator a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust, Series 2005-8), Pooling and Servicing Agreement (Bear Stearns ALT-A Trust, Series 2005-7), Pooling and Servicing Agreement (Bear Stearns ALT-A Trust, Series 2005-5)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or ~~the~~ any Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of ~~the~~ any Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of ~~the~~ any Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor, the Securities Administrator, the Master Servicer~~ Depositor or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Grantor Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of ~~the~~ each Trust Fund shall have made written request upon the Grantor Trustee to institute such action, suit or proceeding in its own name as Grantor Trustee hereunder and shall have offered to the Grantor Trustee such ~~reasonable~~ indemnity ~~as it may require~~ satisfactory to the Grantor Trustee against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Grantor Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~9.04, each and every Certificateholder and the Grantor Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 7 contracts

Samples: Grantor Trust Agreement (Imh Assets Corp Collateralized Asset Backed Bonds Ser 2004 3), Grantor Trust Agreement (Imh Assets Corp Impac CMB Trust Series 2003 10), Grantor Trust Agreement (IMPAC CMB Trust SERIES 2004-6)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor~~Seller, the Master Servicer, the Securities ~~Administrator, the Master Servicer~~ Administrator or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Struct Ass Mort Inv Inc Bs Alta Mort Pas THR Cer Ser 2003 1), Pooling and Servicing Agreement (Structured Asset Mort Inv Inc Bear Stearns Arm Trust 2002-12), Pooling and Servicing Agreement (Struct Ass Mort Inv Inc Bs Alta Mort Pas THR Cer Ser 2003 1)

Limitation on Rights of Certificateholders. ~~(a)~~ The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, ~~obligations~~ obligations, and liabilities of the parties ~~hereto~~ to this Agreement or any of them~~. (b) Except as expressly provided in this Agreement, no Certificateholders~~ . No Certificateholder shall have any right to vote (except as provided in Section 14.04, 17.01, 17.03 or 17.07) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties ~~hereto~~to this Agreement except as expressly set forth herein, nor shall anything ~~herein~~ in this Agreement set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as ~~partners or~~ members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken ~~by the parties to this Agreement~~ pursuant to any provision ~~hereof. (c)~~ of this Agreement. No Certificateholder shall have any right by virtue or by availing itself of any ~~provision~~ provisions of this Agreement to institute any suit, ~~action~~ action, or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and unless also the Holders of Certificates evidencing ~~Fractional Undivided Interests aggregating~~ not less than 5125% of the ~~Trust Fund~~ Certificate Balance or not less than 25% of the Notional Principal Amount of the Class I Certificates shall have made written request upon the Trustee to institute such action, ~~suit~~ suit, or proceeding in its own name as Trustee ~~hereunder~~ under this Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and expenses~~ costs, expenses, and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 30 days after its receipt of such notice, ~~request~~ request, and offer of indemnity, shall have neglected or refused to institute any such action, ~~suit~~ suit, or ~~proceeding. (d) No~~ proceeding and during such 30-day period no direction inconsistent with such written request has been given to the Trustee pursuant to Section 14.04; no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any ~~provision~~ provisions of this Agreement to ~~affect~~ affect, disturb, or prejudice the rights of the Holders of any other ~~Certificateholders~~ of the Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any ~~right~~ right, under this ~~Agreement,~~ Agreement except in the manner ~~herein~~ provided in this Agreement and for the equal, ~~ratable~~ ratable, and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~17.03, each ~~and every~~ Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Uacsc 1997-D Auto Trust), Pooling and Servicing Agreement (Uacsc 1998-a Auto Trust), Pooling and Servicing Agreement (Uacsc 1999 a Auto Trust)

Limitation on Rights of Certificateholders. ~~(a)~~ The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, ~~obligations~~ obligations, and liabilities of the parties ~~hereto~~ to this Agreement or any of them~~. (b) Except as expressly provided in this Agreement, no Certificateholders~~ . No Certificateholder shall have any right to vote (except as provided in Section 9.1, 9.4, 12.1, 12.3 or 12.7) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties ~~hereto~~to this Agreement, nor shall anything ~~herein~~ in this Agreement set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken ~~by the parties to this Agreement~~ pursuant to any provision ~~hereof. (c)~~ of this Agreement. No Certificateholder shall have any right by virtue or by availing itself of any ~~provision~~ provisions of this Agreement to institute any suit, ~~action~~ action, or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against~~ Agreement, unless such Holder previously shall have received the ~~Depositor,~~ written consent of the ~~Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously~~ Certificate Insurer and shall have given to the Trustee a written notice of ~~a continuing default~~default and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and unless also the Holders of Certificates evidencing ~~Fractional Undivided Interests aggregating~~ not less than 5125% of the ~~Trust Fund~~ Certificate Principal Balance shall have made written request upon the Trustee to institute such action, ~~suit~~ suit, or proceeding in its own name as Trustee ~~hereunder~~ under this Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and expenses~~ costs, expenses, and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 30 days after its receipt of such notice, ~~request~~ request, and offer of indemnity, shall have neglected or refused to institute any such action, ~~suit~~ suit, or ~~proceeding. (d) No~~ proceeding and during such 30-day period no direction inconsistent with such written request has been given to the Trustee pursuant to Section 9.4; no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any ~~provision~~ provisions of this Agreement to ~~affect~~ affect, disturb, or prejudice the rights of the Holders of any other ~~Certificateholders~~ of the Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any ~~right~~ right, under this ~~Agreement,~~ Agreement except in the manner ~~herein~~ provided in this Agreement and for the equal, ~~ratable~~ ratable, and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~12.3, each ~~and every~~ Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB), Pooling and Servicing Agreement (Chevy Chase Auto Receivables Trust 1996-2), Pooling and Servicing Agreement (Chevy Chase Bank FSB)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Structured Asset Mort Inv Ii Inc Bear Stearns Alt a Tr 05 2), Pooling and Servicing Agreement (Prime Mortgage Trust 2006-1), Pooling and Servicing Agreement (Prime Mortgage Trust, Mortgage Pass-Through Certificates, Series 2005-3)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a ~~written~~ notice of a ~~continuing default~~default by the Company, the Certificate Administrator or the Trustee in the performance of any obligation hereunder, and of the continuance thereof, as ~~herein~~ herein- before provided, ~~(ii)~~ and unless also the Holders of Certificates of any Class evidencing ~~Fractional Undivided Interests aggregating not less than 51~~at least 33% of the ~~Trust Fund~~ Voting Rights of such Class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this ~~Section 11.04~~Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 5 contracts

Samples: Trust Agreement (Residential Asset Securities Corp), Trust Agreement (Stanwich Asset Acceptance CO LLC), Trust Agreement (Taconic Asset Acceptance Company, L.L.C.)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this Agreement ~~against the Depositor, the Securities Administrator, the Master Servicer~~ or any ~~successor~~ Mortgage Loan, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default hereunder, and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and unless also the Holders of Certificates ~~evidencing Fractional Undivided Interests aggregating not less than 51~~entitled to at least 25% of the ~~Trust Fund~~ Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, and without receiving notice to the contrary from Holders of Certificates entitled to at least 25% of the Voting Rights, shall have neglected or refused to institute any such action, suit or proceeding~~. (d) No~~ . It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of such Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this ~~Section 11.04~~Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Commercial Mortgage Pass THR Cert Ser 1998-C2), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties ~~hereto~~ to this Agreement or any of them. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder shall have any right to vote (except as provided in Section 9.05 or 12.01) or in any manner otherwise control the operation and management of the ~~Trust,~~ Trust or the obligations of the parties ~~hereto,~~ to this Agreement; nor shall ~~anything herein set forth,~~ any provision in this Agreement or contained in the ~~terms of the Certificates,~~ Certificates be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken ~~by the parties to this Agreement~~ pursuant to any provision ~~hereof~~of this Agreement. (c) No Certificateholder shall have any right ~~by virtue of any provision of this Agreement~~ to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any such parties unless~~ unless: (i1) such ~~Certificateholder~~ Holder previously shall have given to the Trustee a written notice of a continuing ~~default, as herein provided,~~ Event of Default; (ii2) the Holders of Certificates evidencing ~~Fractional Undivided Interests aggregating~~ not less than 5125% of the ~~Trust Fund~~ Certificate Balance shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee ~~hereunder~~ under this Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.;

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Goldman Sachs Asset Backed Securities Corp), Pooling and Servicing Agreement (Gs Mortgage Securities Corp), Pooling and Servicing Agreement (Goldman Sachs Asset Backed Securities Corp)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor~~Seller, Xxxxxxxxx, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust ~~Fund~~ shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 4 contracts

Samples: Trust, Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc), Trust, Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc), Trust, Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this Agreement ~~against the Depositor, the Securities Administrator, the Master Servicer~~ or any ~~successor~~ Mortgage Loan, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default hereunder, and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and unless also the Holders of Certificates ~~evidencing Fractional Undivided Interests aggregating not less than 51~~entitled to at least 25% of the ~~Trust Fund~~ Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding~~. (d) No~~ . It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of such Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this ~~Section 11.04~~Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Limitation on Rights of Certificateholders. (a) The ------------------------------------------ death or incapacity of any Certificateholder shall not operate to terminate this Trust Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the applicable Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder of a given Series shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of ~~the~~ any Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken by the parties to this Trust Agreement pursuant to any provision hereof. (c) No Certificateholder of a given Series shall have any right by virtue of any provision of this Trust Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Trust Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any such parties~~ unless (i) such ~~Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default, as herein provided~~breach and of the continuance thereof, (ii) the Holders of Certificates of such Series evidencing ~~Fractional Undivided Interests aggregating~~ not less than ~~51%~~ the Required Percentage- Remedies of the ~~Trust Fund~~ aggregate Voting Rights of such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, ~~and~~ (iii) the Trustee, for 60 15 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. , and (div) No no direction inconsistent with such written request has been given to the Trustee during such 15-day period by Certificateholders evidencing not less than the Required Percentage-Remedies of the aggregate Voting Rights of such Series. It is understood and agreed that the Trustee shall not be obligated to make any investigation of matters arising under this Trust Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any Certificateholders unless such Certificateholders have offered to the Trustee the reasonable indemnity referred to above. It is further understood and agreed, and expressly covenanted by each Certificateholder of each Series with every other Certificateholder of such Series and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates of such Series shall have any right in any manner whatever by virtue of any provision of this Trust Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of the Certificates of such Series, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any right under this Trust Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all ~~Certificateholders~~Certificateholders of such Series. For the protection and enforcement of the provisions of this ~~Section 11.04~~Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 4 contracts

Samples: Series Supplement (Elmwood Funding LTD), Series Supplement (Elmwood Funding LTD), Series Supplement (Elmwood Funding LTD)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor shall such death or incapacity entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder shall have any right to vote (except with respect to the Investor Certificateholders as provided in Section 13.1 hereof) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any ~~provision~~ provisions of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any such parties~~ unless ~~(i)~~ such Certificateholder previously shall have given written notice to the ~~Trustee a written notice of a continuing default~~Trustee, ~~as herein provided, (ii)~~ and unless the Holders of Certificates evidencing ~~Fractional~~ Undivided Interests aggregating ~~not less~~ more than 5150% of the ~~Trust Fund~~ Investor Interest of any Series which may be adversely affected but for the institution of such suit, action or proceeding, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding~~. (d) No~~ ; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Certificateholders shall have the right in any ~~right~~ manner whatever by virtue or by availing itself or themselves of any ~~provision~~ provisions of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Certificateholders of any other ~~Certificateholders~~ of the Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~13.3, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Chase Manhattan Bank Usa), Pooling and Servicing Agreement (Dillard Asset Funding Co), Pooling and Servicing Agreement (Dillard Asset Funding Co)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the ~~Trustee~~ Securities Administrator a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such ~~reasonable~~ indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (MortgageIT Trust 2005-Ar1), Pooling and Servicing Agreement (MortgageIT Trust 2005-Ar1), Pooling and Servicing Agreement (MortgageIT Trust 2005-Ar1)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor, the Securities Administrator, the Master Servicer~~ Depositor or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Grantor Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Grantor Trustee to institute such action, suit or proceeding in its own name as Grantor Trustee hereunder and shall have offered to the Grantor Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Grantor Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~9.05, each and every Certificateholder and the Grantor Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 3 contracts

Samples: Grantor Trust Agreement (GreenPoint Mortgage Funding Trust 2005-Ar1), Grantor Trust Agreement (GreenPoint MTA Trust 2005-Ar4), Grantor Trust Agreement (Bear Stearns Mortage Funding Trust 2006-Ar2)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of any of the parties ~~hereto or any of them~~hereto. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee and the Insurer a written notice of ~~a continuing default~~default and of the continuance thereof, as ~~herein provided~~hereinbefore provided and such default would not result in a claim under the Policy, ~~(ii)~~ and unless also the Holders of Certificates of any Class evidencing ~~Fractional Undivided Interests aggregating~~ in the aggregate not less than 5125% of the ~~Trust Fund~~ related Percentage Interests of such Class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or ~~thereby~~thereby and the Insurer shall have given its written consent, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or ~~proceeding. (d) No~~ proceeding it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the ~~equal, ratable and~~ common benefit of Certificateholders of such Class or all ~~Certificateholders~~Classes, as the case may be. For the protection and enforcement of the provisions of this Section ~~11.04~~11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Limitation on Rights of Certificateholders. ~~(a)~~ The death ------------------------------------------ or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or ~~winding~~ winding-up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, ~~obligations~~ obligations, and liabilities of the parties hereto or any of them~~. (b) Except as expressly provided in this Agreement, no Certificateholders~~ . No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof~~. (c)~~ . No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, the ~~Securities Administrator~~Certificate Insurance Policy or the Certificate Guaranty Surety Bond, ~~the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and the Holders of ~~Certificates~~ Cer- tificates evidencing ~~Fractional Undivided Interests aggregating~~ in the aggregate not less than 5125% of the Trust Fund (on the basis of the principal balances of the Certificates) shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding~~. (d) No~~ ; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the ~~equal, ratable and~~ common benefit of Certificateholders of such Class or all ~~Certificateholders~~Classes, as the case may be. For the protection and enforcement of the provisions of this ~~Section 11.04~~Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (MLCC Mortgage Investors Inc), Pooling and Servicing Agreement (MLCC Mort Inv Inc Mort Loan Asst Bk Pass Thru Cert Se 1997-A)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, 135 request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments II Trust 2004-Ar6), Pooling and Servicing Agreement (Structured Asset Mortgage Investments II Trust 2004-Ar6)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of any of the parties ~~hereto or any of them~~hereto. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee and the Insurer a written notice of ~~a continuing default~~default and of the continuance thereof, as ~~herein provided~~hereinbefore provided and such default would not result in a claim under the Policy, ~~(ii)~~ and unless also the Holders of Certificates of any Class evidencing ~~Fractional Undivided Interests aggregating~~ in the aggregate not less than 5125% of the ~~Trust Fund~~ related Percentage Interests of such Class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or ~~proceeding. (d) No~~ proceeding it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the ~~equal, ratable and~~ common benefit of Certificateholders of such Class or all ~~Certificateholders~~Classes, as the case may be. For the protection and enforcement of the provisions of this Section ~~11.04~~11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc), Pooling and Servicing Agreement (Residential Asset Mortgage Products Inc)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of any of the parties ~~hereto or any of them~~hereto. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee and the Insurer a written notice of ~~a continuing default~~default and of the continuance thereof, as ~~herein provided~~hereinbefore provided and such default would not result in a claim under the related Policy, ~~(ii)~~ and unless also the Holders of Certificates of any Class evidencing ~~Fractional Undivided Interests aggregating~~ in the aggregate not less than 5125% of the ~~Trust Fund~~ related Percentage Interests of such Class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or ~~thereby~~thereby and the Insurer shall have given its written consent, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or ~~proceeding. (d) No~~ proceeding it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the ~~equal, ratable and~~ common benefit of Certificateholders of such Class or all ~~Certificateholders~~Classes, as the case may be. For the protection and enforcement of the provisions of this Section ~~11.04~~11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Residential Asset Securities Corp), Pooling and Servicing Agreement (Residential Asset Securities Corp)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~12.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns Arm Trust, Mortgage Pass-Through Certificates, Series 2004-4), Pooling and Servicing Agreement (Bear Stearns ARM Trust 2005-4)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, Xxxxxxxxx, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust ~~Fund~~ shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 2 contracts

Samples: Trust, Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2005-4), Trust, Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2003 5)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor~~Seller, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~12.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc), Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, 119 request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments Ii Trust Series 2004-Ar2), Pooling and Servicing Agreement (Structured Asset Mortgage Investments Ii Inc)

Limitation on Rights of Certificateholders. ~~(a)~~ The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties ~~hereto~~ to this Agreement or any of them~~. (b) Except as expressly provided in this Agreement, no Certificateholders~~ . No Certificateholder shall have any right to vote (except as specifically provided herein) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties ~~hereto~~to this Agreement, nor shall anything ~~herein~~ in this Agreement set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken ~~by the parties to this Agreement~~ pursuant to any provision ~~hereof. (c)~~ of this Agreement. No Certificateholder shall have any right by virtue or by availing itself of any ~~provision~~ provisions of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default and of the continuance thereof, ~~as herein provided~~and unless also (a) the default arises from the Seller's or the Servicer's failure to remit payments when due hereunder, or (iib) the Holders of Certificates evidencing ~~Fractional Undivided Interests aggregating~~ not less than ~~51%~~ a majority of the ~~Trust Fund~~ Controlling Class of Certificates shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee ~~hereunder~~ under this Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or ~~proceeding. (d) No~~ proceeding and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trustee pursuant to this Section 13.03 or Section 10.05; no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any ~~provision~~ provisions of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any of the other ~~Certificateholders~~ Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any right under this ~~Agreement,~~ Agreement except in the manner ~~herein~~ provided in this Agreement and for the equal, ratable and common benefit of all ~~Certificateholders~~Certificateholders of that class. For the protection and enforcement of the provisions of this Section ~~11.04~~13.03, each ~~and every~~ Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Nissan Auto Receivables Corp Ii), Pool and Servicing Agreement (Nissan Auto Receivables Corp Ii)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor~~Seller, the Securities ~~Administrator, the Master Servicer~~ Administrator or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc), Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such 109 reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Arm Trust, Mortgage Pass-Through Certificates, Series 2004-11)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this Agreement ~~against the Depositor, the Securities Administrator, the Master Servicer~~ or any ~~successor~~ Mortgage Loan, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default hereunder, and of the continuance thereof, as herein before provided, ~~(ii)~~ and unless also the Holders of Certificates ~~evidencing Fractional Undivided Interests aggregating not less than 51~~entitled to at least 25% of the ~~Trust Fund~~ Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding~~. (d) No~~ . It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of such Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this ~~Section 11.04~~Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, 131 request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments II Series 2004-Ar5)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of ~~the~~ any Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor, the Securities Administrator, the Master Servicer~~ Depositor or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Grantor Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of ~~the~~ each Trust Fund shall have made written request upon the Grantor Trustee to institute such action, suit or proceeding in its own name as Grantor Trustee hereunder and shall have offered to the Grantor Trustee such ~~reasonable~~ indemnity ~~as it may require~~ satisfactory to the Grantor Trustee against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Grantor Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~9.04, each and every Certificateholder and the Grantor Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Grantor Trust Agreement (American Home Mortgage Investment Trust 2005-4)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or ~~the~~ any Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of ~~the~~ any Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of ~~the~~ any Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the ~~Securities Administrator, the~~ Master ~~Servicer~~ Servicers or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Certificate Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates of a Series evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund for such Series shall have made written request upon the Certificate Trustee to institute such action, suit or proceeding in its own name as Certificate Trustee hereunder and shall have offered to the Certificate Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Certificate Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~11.03, each and every Certificateholder and the Certificate Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CMC Securities Corp Iii)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor, the Securities Administrator, the Master Servicer~~ Seller or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Grantor Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Grantor Trustee to institute such action, suit or proceeding in its own name as Grantor Trustee hereunder and shall have offered to the Grantor Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Grantor Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~9.04, each and every Certificateholder and the Grantor Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Grantor Trust Agreement (Structured Asset Mortgage Investments Inc)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the ~~Securities Administrator, the~~ Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) such Certificateholder shall have obtained written consent of each Certificate Insurer, (iii) the Holders of Certificates evidencing ~~Fractional Undivided~~ Percentage Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (~~iii~~iv) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or the Certificate Insurers or to obtain or seek to obtain priority or preference over any other such ~~Certificateholder~~Certificateholder or the Certificate Insurers, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all ~~Certificateholders~~Certificateholders and the Certificate Insurers. For the protection and enforcement of the provisions of this Section 11.04, each and every ~~Certificateholder~~ Certificateholder, the Certificate Insurers and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Trust 2003 -Abf1)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, Xxxxxxxxx, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) 121 the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust ~~Fund~~ shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Trust, Pooling and Servicing Agreement (Thornburg Mortgage Inc)

Limitation on Rights of Certificateholders. ~~(a)~~ The death or incapacity of any Certificateholder shall not operate to terminate ~~this~~ the Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties ~~hereto~~ to the Agreement or any of them~~. (b) Except as expressly provided in this Agreement, no Certificateholders~~ . No Certificateholder shall have any right to vote (except as specifically provided herein) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties ~~hereto~~to the Agreement, nor shall anything ~~herein~~ in the Agreement set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken ~~by the parties to this Agreement~~ pursuant to any provision ~~hereof. (c)~~ of the Agreement. No Certificateholder shall have any right by virtue or by availing itself of any ~~provision~~ provisions of ~~this~~ the Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to ~~this Agreement against~~ the ~~Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default and of the continuance thereof, ~~as herein provided~~and unless also (i) the default arises from the Seller's or the Servicer's failure to remit payments when due hereunder, or (ii) the Holders of Class A Certificates evidencing ~~Fractional Undivided Interests aggregating~~ not less than 5125% of the ~~Trust Fund~~ Class A Certificate Balance shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee ~~hereunder~~ under the Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or ~~proceeding. (d) No~~ proceeding and during such 30-day period no request or waiver inconsistent with such written request has been given to the Trustee pursuant to this Section 13.03 or Section 10.05; no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any ~~provision~~ provisions of ~~this~~ the Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of the Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any ~~right~~ right, under ~~this Agreement,~~ the Agreement except in the manner ~~herein~~ provided in the Agreement and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~13.03, each ~~and every~~ Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Nissan Auto Receivables Corp /De)

Limitation on Rights of Certificateholders. (a) The ------------------------------------------ death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties ~~hereto~~ to this Agreement or any of them. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder shall have any right to vote (except as provided in Section 12.01 or 9.05) or in any manner otherwise control the operation and management of the ~~Trust,~~ Trust or the obligations of the parties ~~hereto,~~ to this Agreement; nor shall ~~anything herein set forth,~~ any provision in this Agreement or contained in the ~~terms of the Certificates,~~ Certificates be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken ~~by the parties to this Agreement~~ pursuant to any provision ~~hereof~~of this Agreement. (c) No Certificateholder shall have any right ~~by virtue of any provision of this Agreement~~ to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any such parties unless~~ unless: (i) such ~~Certificateholder~~ Holder previously shall have given to the Trustee a written notice of a continuing ~~default, as herein provided,~~ Event of Default; (ii) the Holders of Certificates evidencing ~~Fractional Undivided Interests aggregating~~ not less than 5125% of the ~~Trust Fund~~ Certificate Balance shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee ~~hereunder~~ under this Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby~~, and~~ ; (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of ~~indemnity,~~ indemnity shall have neglected or refused to institute any such action, suit or proceeding. ; and (div) No during such 60-day period no request or waiver inconsistent with such written request shall have been given to the Trustee by Holders representing a majority of the Certificate Balance. It is understood and intended that no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatever by virtue of of, or by availing of, any ~~provision~~ provisions of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of any other ~~Certificateholders~~ Holders of Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any right under this Agreement, except in the manner ~~herein~~ provided ~~and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of~~ in this ~~Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity~~Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Morgan Stanley Abs Capital Ii Inc)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, Thornburg, the Securities Administrator, the Master Servicer or ~~any successor~~ axx xxxxxxsor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust ~~Fund~~ shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Trust, Pooling and Servicing Agreement (Structured Asset Mortgage Investments Ii Inc)

Limitation on Rights of Certificateholders. ~~(a)~~ The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them~~. (b) Except as expressly provided in this Agreement, no Certificateholders~~ . No Certificateholder shall have any right to vote (except as provided in Sections 8.01, 9.01, 9.02, 11.01, 11.07 and this Section 11.03) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof~~. (c)~~ . No Certificateholder of any Class shall have any right by virtue or by availing itself of any ~~provision~~ provisions of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and unless also the Holders of Certificates ~~evidencing Fractional Undivided~~ of such Class, evidencing, as to such Class, Percentage Interests aggregating not less than 51% ~~of the Trust Fund~~ shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 ___ days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding~~. (d) No~~ ; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any ~~provision~~ provisions of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of the Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Beneficial Mortgage Services Inc)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this Agreement ~~against the Depositor, the Securities Administrator, the Master Servicer~~ or any ~~successor~~ Mortgage Loan, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default hereunder, and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and unless also the Holders of Certificates ~~evidencing Fractional Undivided Interests aggregating not less than 51~~entitled to at least 25% of the ~~Trust Fund~~ Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding~~. (d) No~~ . It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of such Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all ~~Certificateholders~~Certificateholders except as provided herein. For the protection and enforcement of the provisions of this ~~Section 11.04~~Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Salomon Brothers Mortgage Securities Vii Inc)

Limitation on Rights of Certificateholders. (a) The death or ------------------------------------------ incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificate- holders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor, the Securities Administrator~~Seller, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing -------- Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Icifc Secured Assets Corp)

Limitation on Rights of Certificateholders. ~~(a)~~ The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, ~~obligations~~ obligations, and liabilities of the parties ~~hereto~~ to this Agreement or any of them~~. (b) Except as expressly provided in this Agreement, no Certificateholders~~ . No Certificateholder shall have any right to vote (except as provided in Section 9.1, 9.4, 12.1, 12.3 or 12.7) or in any manner otherwise control the operation and 77 management of the Trust, or the obligations of the parties ~~hereto~~to this Agreement, nor shall anything ~~herein~~ in this Agreement set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken ~~by the parties to this Agreement~~ pursuant to any provision ~~hereof. (c)~~ of this Agreement. No Certificateholder shall have any right by virtue or by availing itself of any ~~provision~~ provisions of this Agreement to institute any suit, ~~action~~ action, or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against~~ Agreement, unless such Holder previously shall have received the ~~Depositor,~~ written consent of the ~~Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously~~ Certificate Insurer and shall have given to the Trustee a written notice of ~~a continuing default~~default and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and unless also the Holders of Certificates evidencing ~~Fractional Undivided Interests aggregating~~ not less than 5125% of the ~~Trust Fund~~ Certificate Principal Balance shall have made written request upon the Trustee to institute such action, ~~suit~~ suit, or proceeding in its own name as Trustee ~~hereunder~~ under this Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and expenses~~ costs, expenses, and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 30 days after its receipt of such notice, ~~request~~ request, and offer of indemnity, shall have neglected or refused to institute any such action, ~~suit~~ suit, or ~~proceeding. (d) No~~ proceeding and during such 30-day period no direction inconsistent with such written request has been given to the Trustee pursuant to Section 9.4; no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any ~~provision~~ provisions of this Agreement to ~~affect~~ affect, disturb, or prejudice the rights of the Holders of any other ~~Certificateholders~~ of the Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any ~~right~~ right, under this ~~Agreement,~~ Agreement except in the manner ~~herein~~ provided in this Agreement and for the equal, ~~ratable~~ ratable, and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~12.3, each ~~and every~~ Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB)

Limitation on Rights of Certificateholders. ~~(a)~~ The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or ~~the Trust~~any Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of ~~the Trust~~any Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them~~. (b) Except as expressly provided in this Agreement, no Certificateholders~~ . No Certificateholder of a Series shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of ~~the Trust~~any Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof~~. (c)~~ . No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a ~~written~~ notice of an Event of Default, or of a ~~continuing default~~default by the Loan Seller or the Trustee in the performance of any obligation hereunder, and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and unless also the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 5125% of ~~the Trust Fund~~ such Series shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding~~. (d) No~~ . It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatever by virtue of any provision of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of such Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this ~~Section 11.04~~Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CMC Securities Corp Iv)

Limitation on Rights of Certificateholders. ~~(a)~~ The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them~~. (b) Except as expressly provided in this Agreement, no Certificateholders~~ . No Certificateholder shall have any right to vote (except as provided in Sections 8.01, 9.01, 9.02, 11.01, 11.07 and this Section 11.03) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof~~. (c)~~ . No Certificateholder of any Class shall have any right by virtue or by availing itself of any ~~provision~~ provisions of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and unless also the Holders of Certificates ~~evidencing Fractional Undivided~~ of such Class, evidencing, as to such Class, Percentage Interests aggregating not less than 51% ~~of the Trust Fund~~ shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding~~. (d) No~~ ; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any ~~provision~~ provisions of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of the Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~11.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Beneficial Mortgage Services Inc)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, 158 request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns ARM Trust 2004-10)

Limitation on Rights of Certificateholders. (a) The death ------------------------------------------ or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificate- holders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor, the Securities Administrator~~Seller, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing -------- Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Icifc Secured Assets Corp)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor~~Seller, the Master Servicer, the Securities ~~Administrator, the Master Servicer~~ Administrator or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.of

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Structured Asset Mort Inv Inc Mort Pas THR Certs Ser 2003-3)

Limitation on Rights of Certificateholders. ~~(a)~~ The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, ~~obligations~~ obligations, and liabilities of the parties ~~hereto~~ to this Agreement or any of them~~. (b) Except as expressly provided in this Agreement, no Certificateholders~~ . No Certificateholder shall have any right to vote (except as provided in Section 9.1, 9.4, 12.1, 12.3 or 12.7) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties ~~hereto~~to this Agreement, nor shall anything ~~herein~~ in this Agreement set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken ~~by the parties to this Agreement~~ pursuant to any provision ~~hereof. (c)~~ of this Agreement. No Certificateholder shall have any right by virtue or by availing itself of any ~~provision~~ provisions of this Agreement to institute any suit, ~~action~~ action, or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against~~ Agreement, unless the ~~Depositor,~~ Certificateholders previously shall have received the ~~Securities Administrator,~~ written consent of the ~~Master Servicer or any successor to any such parties unless (i) such Certificateholder previously~~ Certificate Insurer and shall have given to the Trustee a written notice of ~~a continuing default~~default and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and unless also the Holders of Certificates evidencing ~~Fractional Undivided Interests aggregating~~ not less than 5125% of the ~~Trust Fund~~ Certificate Principal Balance shall have made written request upon the Trustee to institute such action, ~~suit~~ suit, or proceeding in its own name as Trustee ~~hereunder~~ under this Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and expenses~~ costs, expenses, and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 30 days after its receipt of such notice, ~~request~~ request, and offer of ~~indemnity~~indem- nity, shall have neglected or refused to institute any such action, ~~suit~~ suit, or ~~proceeding. (d) No~~ proceeding and during such 30-day period no direction inconsistent with such written request has been given to the Trustee pursuant to Section 9.4; no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any ~~provision~~ provisions of this Agreement to ~~affect~~ affect, disturb, or prejudice the rights of the Holders of any other ~~Certificateholders~~ of the Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder (except as expressly set forth herein with respect to a Class of Certificates), or to enforce any ~~right~~ right, under this ~~Agreement,~~ Agreement except in the manner ~~herein~~ provided in this Agreement and for the equal, ~~ratable~~ ratable, and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~12.3, each ~~and every~~ Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the ~~Trust~~Issuing Entity, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the ~~Trust~~Issuing Entity, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the ~~Trust~~Issuing Entity, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing ~~Fractional Undivided~~ Percentage Interests aggregating not less than 5166 2/3% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-Af2)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the 125 Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns ARM Trust 2004-12)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, Xxxxxxxxx, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust ~~Fund~~ shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Trust, Pooling and Servicing Agreement (Thornburg Mortgage Securities Trust 2004-4)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability 113 to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Structured Asset Mort Inv Ii Inc Bear Stearns Alt a Tr 04 9)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a ~~written~~ notice of a ~~continuing default~~default by the Company, the Certificate Administrator or the Trustee in the performance of any obligation hereunder, and of the continuance thereof, as ~~herein~~ herein- before provided, ~~(ii)~~ and unless also the Holders of Certificates of any Class evidencing ~~Fractional Undivided Interests aggregating not less than 51~~at least 33% of the ~~Trust Fund~~ Voting Rights of such Class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this ~~Section 11.04~~Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Trust Agreement (Residential Accredit Loans Inc)

Limitation on Rights of Certificateholders. ~~(a)~~ The ------------------------------------------ death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or ~~winding~~ winding-up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, ~~obligations~~ obligations, and liabilities of the parties hereto or any of them~~. (b) Except as expressly provided in this Agreement, no Certificateholders~~ . No Certificateholder shall have any right to vote (except as expressly provided herein) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof~~. (c)~~ . No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, the ~~Securities Administrator~~Certificate Insurance Policy or the Certificate Guaranty Surety Bond, ~~the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and the Holders of ~~Certificates~~ Cer- tificates evidencing ~~Fractional Undivided Interests aggregating~~ in the aggregate not less than 5125% of the Trust Fund (on the basis of the principal balances of the Certificates) shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding~~. (d) No~~ ; it being understood and intended, and being expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates of any Class shall have any right in any manner whatever by virtue of any provision of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of such Certificates of such Class or any other Class, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the ~~equal, ratable and~~ common benefit of Certificateholders of such Class or all ~~Certificateholders~~Classes, as the case may be. For the protection and enforcement of the provisions of this ~~Section 11.04~~Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (MLCC Mortgage Investors Inc)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) ~~Except as expressly provided in this Agreement, no Certificateholders~~ No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the ~~Trust~~Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ party by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this Agreement ~~against the Depositor, the Securities Administrator, the Master Servicer~~ or any ~~successor~~ Mortgage Loan, unless, with respect to any suit, action or proceeding upon or under or with respect to this Agreement, such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default hereunder, and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and unless also the Holders of Certificates ~~evidencing Fractional Undivided Interests aggregating not less than 51~~entitled to at least 25% of the ~~Trust Fund~~ Voting Rights shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, 182 suit or proceeding~~. (d) No~~ . It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of such Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, which priority or preference is not otherwise provided for herein, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this ~~Section 11.04~~Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.. 156 (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the ~~Trustee~~ Securities Administrator a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-2, Mortgage Pass-Through Certificates, Series 2006-2)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the 115 Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Arm Trust, Mortgage Pass-Through Certificates, Series 2004-7)

Limitation on Rights of Certificateholders. ~~(a)~~ The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such ~~Certificateholder's~~ Certificateholder"s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or ~~winding~~ winding-up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them~~. (b) Except as expressly provided in this Agreement, no Certificateholders~~ . No Certificateholder shall have any right to vote or in any manner otherwise to control the operation and management of the ~~Trust,~~ Trust Fund or the obligations of the parties ~~hereto~~hereto (except as provided in Section 5.09, Section 7.01, Section 8.01, Section 8.02, Section 8.07, Section 10.01 and this Section 10.03), nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof~~. (c)~~ . No Certificateholder shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and unless also the Holders of Certificates evidencing ~~Fractional Undivided~~ Percentage Interests aggregating not less than 5125% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding~~. (d) No~~ . However, the Trustee is under no obligation to exercise any of the extraordinary trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders unless such Certificateholders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of such Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~10.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. For so long as no Certificate Insurer Default exists, the Certificate Insurer shall be deemed to be the sole Holder of all outstanding Insured Certificates with respect to any rights hereunder (other than the right to receive distributions on such Insured Certificates, except as provided in Section 3.16); provided that such rights may not be used to reduce the rights of the Insured Certificateholders to receive distributions or to otherwise impair their rights under this Agreement as further described in the definition of "Certificateholder."

Appears in 1 contract

Samples: Pooling and Servicing Agreement (PNC Mortgage Securities Corp)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's ’s legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.. 160 (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the Depositor, the Securities Administrator, the Master Servicer or any successor to any such parties unless (i) such Certificateholder previously shall have given to the ~~Trustee~~ Securities Administrator a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-1)

Limitation on Rights of Certificateholders. ~~(a)~~ The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the ~~Trust~~Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or ~~winding~~ winding-up of the ~~Trust~~Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them~~. (b) Except as expressly provided in this Agreement, no Certificateholders~~ . No Certificateholder shall have any right to vote or in any manner otherwise to control the operation and management of the ~~Trust,~~ Trust Fund or the obligations of the parties ~~hereto~~hereto (except as provided in Section 5.09, Section 7.01, Section 8.01, Section 8.02, Section 8.07, Section 10.01 and this Section 10.03), nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to ~~establish~~ constitute the Certificateholders from time to time as partners or members of an association; nor shall any ~~Certificateholders~~ Certificateholder be under any liability to any third ~~Person~~ person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof~~. (c)~~ . No Certificateholder shall have any right by virtue or by availing of any provision of this Agreement to institute any suit, action or proceeding in equity or at law ~~upon,~~ upon or under or with respect to this ~~Agreement against the Depositor~~Agreement, ~~the Securities Administrator, the Master Servicer or any successor to any~~ unless such ~~parties unless (i) such Certificateholder~~ Holder previously shall have given to the Trustee a written notice of ~~a continuing default~~default and of the continuance thereof, as ~~herein~~ hereinbefore provided, ~~(ii)~~ and unless also the Holders of Certificates evidencing ~~Fractional Undivided~~ Percentage Interests aggregating not less than 5125% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the ~~costs and~~ costs, expenses and liabilities to be incurred therein or thereby, and ~~(iii)~~ the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding~~. (d) No~~ . However, the Trustee is under no obligation to exercise any of the extraordinary trusts or powers vested in it by this Agreement or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders unless such Certificateholders have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which may be incurred therein or thereby. It is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more ~~Certificateholders~~ Holders of Certificates shall have any right in any manner whatever by virtue or by availing of any provision of this Agreement to ~~affect~~ affect, disturb or prejudice the rights of the Holders of any other ~~Certificateholders~~ of such Certificates, or to obtain or seek to obtain priority over or preference ~~over~~ to any other such ~~Certificateholder~~Holder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section ~~11.04~~10.03, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. For so long as no Certificate Insurer Default exists, the Certificate Insurer shall be deemed to be the sole Holder of all outstanding Insured Certificates with respect to any rights hereunder (other than the right to receive distributions on such Insured Certificates, except as provided in Section 3.16(c)) and the Holders of the Insured Certificates may not exercise such rights without the prior written consent of the Certificate Insurer; provided that such rights may not be used to reduce the rights of the Insured Certificateholders to receive distributions or to otherwise impair their rights under this Agreement as further described in the definition of "Certificateholder." The conditions set forth in the preceding paragraph to actions by Certificateholders (except with respect to indemnification of the Trustee) shall not apply to the Certificate Insurer while the Certificate Insurer is exercising the actions of the Certificateholders.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (PNC Mortgage Securities Corp)

Limitation on Rights of Certificateholders. (a) The death or incapacity of any Certificateholder shall not terminate this Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (b) Except as expressly provided in this Agreement, no Certificateholders shall have any right to vote or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to establish the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third Person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (c) No Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit, action or proceeding in equity or at law upon, under or with respect to this Agreement against the ~~Depositor, the Securities Administrator~~Seller, the Master ~~Servicer~~ Servicers or any successor to any such parties unless (i) such Certificateholder previously shall have given to the Trustee a written notice of a continuing default, as herein provided, (ii) the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs and expenses 129 and liabilities to be incurred therein or thereby, and (iii) the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding. (d) No one or more Certificateholders shall have any right by virtue of any provision of this Agreement to affect the rights of any other Certificateholders or to obtain or seek to obtain priority or preference over any other such Certificateholder, or to enforce any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section 11.04, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc)

Common use of Limitation on Rights of Certificateholders Clause in Contracts