Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed action at least 30 days before the taking of such action, and (ii) neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer have withheld consent or provided alternative direction (any directions by the Certificateholders shall require the prior consent of the Note Insurer): (a) the initiation of any claim or lawsuit by the Trust (except claims and law suits brought in connection with the collection of the Mortgage Loans) or the compromise of any action, claim or lawsuit brought by or against the Trust (except claims and law suits brought in connection with the collection of the Mortgage Loans); (b) the election by the Trust to file an amendment to the Certificate of Trust, (except to the extent such amendment is required under the Business Trust Statute); (c) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is required; (d) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders; (e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable; (f) the consent to the calling or waiver of any default of any Operative Document; (g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document; (h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part; (i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity; (j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement; (k) do any act that conflicts with any other Operative Document; (l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof; (m) confess a judgment against the Trust; (n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose; (o) cause the Trust to lend any funds to any entity; or (p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action Subject to the provisions and limitation of Section 4.04, with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed not take action unless at least 30 days before the taking of such action, and (ii) neither the Owner Trustee shall have notified the Certificateholders nor in writing of the Note Insurer proposed action, the Indenture Trustee shall have consented to such action in the event any Notes are outstanding and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer Owners have withheld consent or provided alternative direction (any directions by the Certificateholders shall require the prior consent of the Note Insurer):direction:
(a) the initiation of any claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage LoansContracts) or and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage LoansContracts);
(b) the election by the Trust to file an amendment to the Certificate of Trust, Trust (except to the extent unless such amendment is required to be filed under the Business Trust Statute);
(c) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is required;
(d) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is not required and such amendment materially and adversely affects the interest of the CertificateholdersOwners;
(e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Owners; or
(f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying AgentRegistrar, or the consent to the assignment by the Note Registrar, Paying Agent or Agent, Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this the Agreement, as applicable;
(f) the consent to the calling or waiver of any default of any Operative Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Samples: Trust Agreement (Eaglemark Inc)
Prior Notice to Owners with Respect to Certain Matters. The (a) With respect to the following matters, the Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed action at least 30 days before the taking of such action, and (ii) neither the Owner Trustee shall have notified the Certificateholders nor [and the Note Insurer] in writing of the proposed action and [
(i) the Note Insurer shall have consented thereto and (ii)] the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer Owners have withheld consent or provided alternative direction (any directions by or, [with the Certificateholders shall require the prior consent of the Note Insurer):,] provided alternative direction:
(ai) the initiation of any claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage Loans) or and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage Loans);
(bii) the election by the Trust to file an amendment to the Certificate of Trust, Trust [(except to the extent unless such amendment is required to be filed under the Business Trust Statute)];
(ciii) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is requiredBasic Document;
(d) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders;
(eiv) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying AgentRegistrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable;
(fv) the consent to the calling or waiver of any default of any Operative Basic Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(hvi) except as provided in Article IX Nine hereof, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust in whole or in part;
(ivii) merge the merger or consolidate consolidation of the Trust with or into any other entity, or convey conveyance or transfer of all or substantially all of the Trust's assets to any other entity;
(jviii) cause causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(kix) do doing any act that conflicts with any other Operative Basic Document;
(lx) do doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 2.03 hereof;
(mxi) confess the confession of a judgment against the Trust;
(nxii) possess the possession of Trust assets, or assign assignment of the Trust's right to property, for other than a Trust purpose;
(oxiii) cause causing the Trust to lend any funds to any entity; or
(pxiv) the change of the Trust's purpose and powers from those set forth in this Trust Agreement. In addition .
(b) The Owner Trustee on behalf of the Trust agrees to abide by the following restrictions:
(i) other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness;
(ii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets;
(iii) the Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Basic Documents and related documentation;
(iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents and related documentation; and
(v) other than as contemplated by the Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Depositor.
(c) The Owner Trustee on behalf of the Trust shall:
(i) maintain books and records separate from any other person or entity;
(ii) maintain its office and bank accounts separate from any other person or entity;
(iii) not commingle its assets with those of any other person or entity. The ;
(iv) conduct its own business in its own name;
(v) other than as contemplated by the Basic Documents and related documentation, pay its own liabilities and expenses only out of its own funds;
(vi) [observe all formalities required under the Business Trust shall maintain its financial and accounting books and records separate from those Statute];
(vii) not guarantee or become obligated for the debts of any other person or entity;
(viii) not hold out its credit as being available to satisfy the obligation of any other person or entity;
(ix) not acquire the obligations or securities of its Affiliates or the Seller;
(x) other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity;
(xi) other than as contemplated by the Basic Documents and related documentation, not pledge its assets for the benefit of any other person or entity;
(xii) hold itself out as a separate entity from the Depositor and not conduct any business in the name of the Depositor;
(xiii) correct any known misunderstanding regarding its separate identity; and
(xiv) not identify itself as a division of any other person or entity. Except So long as expressly set forth hereinthe Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall pay its indebtedness and any operating expenses from its own funds, not amend this Section 4.01 without the prior written consent of [the Note Insurer and] 100% of the Voting Interests of the Notes and the Trust shall not pay consent of each Rating Agency, in addition to the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. requirements under Section 11.01.
(d) The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of Owners [and the Note Insurer] and, subject to [Section 11.18] of the Indenture, 100% of the Noteholders, and to the extent otherwise consistent with the Operative Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Samples: Deposit Trust Agreement (Aegis Asset Backed Securities Corp)
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed action at least 30 days before the taking of such action, and (ii) neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer have withheld consent or provided alternative direction (any directions by the Certificateholders shall require the prior consent of the Note Insurer):
(a) the initiation of any claim or lawsuit by the Trust (except claims and law suits brought in connection with the collection of the Mortgage Home Equity Loans) or the compromise of any action, claim or lawsuit brought by or against the Trust (except claims and law suits brought in connection with the collection of the Mortgage Home Equity Loans);
(b) the election by the Trust to file an amendment to the Certificate of Trust, (except to the extent such amendment is required under the Business Trust Statute);
(c) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is required;
(d) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders;
(e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable;
(f) the consent to the calling or waiver of any default of any Operative Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor, the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller Depositor or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the SellerDepositor.
Appears in 1 contract
Samples: Trust Agreement (Imc Securities Inc)
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed not take any action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Owners and (ii) the Insurer in writing of the proposed action and neither the Certificateholders Owners nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th thirtieth day after receipt of such notice is given that such Certificateholders the Owners or the Note Insurer have withheld consent or provided alternative direction (any directions direction by the Certificateholders Depositor shall require the prior written consent of the Note Insurer):
(a) the initiation of any claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage LoansContracts) or and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage LoansContracts);
(b) the election by the Trust to file an amendment to the Certificate of Trust, Trust (except to the extent unless such amendment is required to be filed under the Business Trust Statute);
(c) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Operative Documents other Basic Document in circumstances where the consent of any Owner of a Note Noteholder or the Note Insurer is required;
(d) the amendment of the Indenture by a supplemental indenture or any other change to this Agreement or any Operative Documents other Basic Document in circumstances where the consent of any Owner of a Note Noteholder or the Note Insurer is not required and such amendment materially adversely affects the interest of the CertificateholdersOwners;
(e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Owners;
(f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent paying agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying AgentTrustee, or the consent to the assignment by the Note Registrar, Paying Agent for the Notes or the Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicableIndenture;
(fg) the consent to the calling or waiver of any default of any Operative Basic Document;
(gh) the consent to the assignment of by the Indenture Trustee or Servicer of their respective obligations under any Basic Document, unless permitted in the Operative DocumentBasic Documents;
(hi) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement or the Basic Documents;
(j) possess Trust assets, or assign the Trust's right to property, for other than an Trust purpose;
(k) cause the Trust to lend any funds to any entity, unless permitted in this Agreement or the Basic Documents;
(l) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(im) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(kn) do any act that conflicts with any other Operative Basic Document;
(lo) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 2.03 hereof;
(mp) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(pq) change the Trust's purpose and powers from those set forth in this Agreement. In addition addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate separately from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the any indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office offices separate from the offices of the Seller Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Samples: Owner Trust Agreement (Auto Nations Receivables Corp)
Prior Notice to Owners with Respect to Certain Matters. The With respect to the following matters, the Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed action at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders, the Holder of the Voting Interest and the Note Insurer in writing of the proposed action and (i) the Note Insurer shall have consented thereto and (ii) neither the Certificateholders nor Holder of the Note Insurer Voting Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer have it has withheld consent or provided alternative direction (any directions by or, with the Certificateholders shall require the prior written consent of the Note Insurer):
(a) , provided alternative direction: the initiation of any material claim or lawsuit by the Trust (Trust, except claims and law suits or lawsuits brought in connection with the collection of the Mortgage Loans) or , and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage Loans);
(b) ; the election by the Trust to file an amendment to the Certificate of Trust, Trust (except to the extent unless such amendment is required to be filed under the Business Trust Statute);
(c) ; the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is required;
(d) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders;
(e) Basic Document; the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or or, pursuant to this Agreement Agreement, of a successor Certificate Registrar or Trust Certificate Paying Agent, Agent or the consent to the assignment by the Note Registrar, Paying Agent or Agent, Indenture Trustee or Trustee, Certificate Registrar or Trust Certificate Paying Agent of its obligations under the Indenture or this Agreement, as applicable;
(f) ; the consent to the calling or waiver of any default of under any Operative Basic Document;
(g) ; the consent to the assignment of by the Indenture Trustee or Servicer of their respective obligations under the Operative any Basic Document;
(h) ; except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) ; merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) ; cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do the Basic Documents; perform any act that conflicts with any other Operative Basic Document;
(l) do ; perform any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed not take action unless at least 30 days before the taking of such action, and (ii) neither the Owner Trustee shall have notified the Certificateholders nor in writing of the Note Insurer proposed action and the Holders of Trust Certificates evidencing at least a majority of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer Holders have withheld consent or provided alternative direction (any directions by and the Certificateholders shall require Owner Trustee has received the prior written consent of the Note InsurerInsurer (prior to the Policy Expiration Date and so long as no Insurer Default shall have occurred and be continuing):
(ai) the initiation of any claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage LoansContracts) or and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage LoansContracts);
(bii) the election by the Trust to file an amendment to the Certificate of Trust, Trust (except to the extent unless such amendment is required to be filed under the Business Trust Statute);
(ciii) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is required;
(div) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholdersOwners;
(ev) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Owners; or
(vi) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent paying agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying AgentRegistrar, or the consent to the assignment by the Note Registrar, Paying Agent or Agent, Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable;
(f) the consent to the calling or waiver of any default of any Operative Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Prior Notice to Owners with Respect to Certain Matters. The (a) With respect to the following matters, the Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed action at least 30 days before the taking of such action, and (ii) neither the Owner Trustee shall have notified the Certificateholders nor [and the Note Insurer] in writing of the proposed action and [
(i) the Note Insurer shall have consented thereto and (ii)] the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer Owners have withheld consent or provided alternative direction (any directions by or, [with the Certificateholders shall require the prior consent of the Note Insurer):,] provided alternative direction:
(ai) the initiation of any claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage Loans) or and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage Loans);
(bii) the election by the Trust to file an amendment to the Certificate of Trust, Trust [(except to the extent unless such amendment is required to be filed under the Business Trust Statute)];
(ciii) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is requiredBasic Document;
(d) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders;
(eiv) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying AgentRegistrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable;
(fv) the consent to the calling or waiver of any default of any Operative Basic Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(hvi) except as provided in Article IX Nine hereof, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust in whole or in part;
(ivii) merge the merger or consolidate consolidation of the Trust with or into any other entity, or convey conveyance or transfer of all or substantially all of the Trust's assets to any other entity;
(jviii) cause causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(kix) do doing any act that conflicts with any other Operative Basic Document;
(lx) do doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 2.03 hereof;
(mxi) confess the confession of a judgment against the Trust;
(nxii) possess the possession of Trust assets, or assign assignment of the Trust's right to property, for other than a Trust purpose;
(oxiii) cause causing the Trust to lend any funds to any entity; or
(pxiv) the change of the Trust's purpose and powers from those set forth in this Trust Agreement. In addition .
(b) The Owner Trustee on behalf of the Trust agrees to abide by the following restrictions:
(i) other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness;
(ii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets;
(iii) the Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Basic Documents and related documentation;
(iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents and related documentation; and
(v) other than as contemplated by the Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Depositor.
(c) The Owner Trustee on behalf of the Trust shall:
(i) maintain books and records separate from any other person or entity;
(ii) maintain its office and bank accounts separate from any other person or entity;
(iii) not commingle its assets with those of any other person or entity. The ;
(iv) conduct its own business in its own name;
(v) other than as contemplated by the Basic Documents and related documentation, pay its own liabilities and expenses only out of its own funds;
(vi) [observe all formalities required under the Business Trust shall maintain its financial and accounting books and records separate from those Statute];
(vii) not guarantee or become obligated for the debts of any other person or entity;
(viii) not hold out its credit as being available to satisfy the obligation of any other person or entity;
(ix) not acquire the obligations or securities of its Affiliates or the Seller;
(x) other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity;
(xi) other than as contemplated by the Basic Documents and related documentation, not pledge its assets for the benefit of any other person or entity;
(xii) hold itself out as a separate entity from the Depositor and not conduct any business in the name of the Depositor;
(xiii) correct any known misunderstanding regarding its separate identity; and
(xiv) not identify itself as a division of any other person or entity. Except So long as expressly set forth hereinthe Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall pay its indebtedness and any operating expenses from its own funds, not amend this Section 4.01 without the prior written consent of [the Note Insurer and] 100% of the Voting Interests of the Notes and the Trust shall not pay consent of each Rating Agency, in addition to the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. requirements under Section 11.01.
(d) The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of Owners [and the Note Insurer] and, subject to [Section 11.18] of the Indenture, 100% of the Noteholders, and to the extent otherwise consistent with the Operative Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Prior Notice to Owners with Respect to Certain Matters. The (a) With respect to the following matters, the Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed action at least 30 days before the taking of such action, and (ii) neither the Owner Trustee shall have notified the Certificateholders nor [and the Note Insurer] in writing of the proposed action and [
(i) the Note Insurer shall have consented thereto and (ii)] the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer Owners have withheld consent or provided alternative direction (any directions by or, [with the Certificateholders shall require the prior consent of the Note Insurer):,] provided alternative direction:
(ai) the initiation of any claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage Loans) or and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage Loans);
(bii) the election by the Trust to file an amendment to the Certificate of Trust, Trust [(except to the extent unless such amendment is required to be filed under the Business Delaware Trust Statute)];
(ciii) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is requiredBasic Document;
(d) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders;
(eiv) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying AgentRegistrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable;
(fv) the consent to the calling or waiver of any default of any Operative Basic Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(hvi) except as provided in Article IX Nine hereof, dissolvethe dissolution, terminate termination or liquidate liquidation of the Trust in whole or in part;
(ivii) merge the merger or consolidate consolidation of the Trust with or into any other entity, or convey conveyance or transfer of all or substantially all of the Trust's ’s assets to any other entity;
(jviii) cause causing the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(kix) do doing any act that conflicts with any other Operative Basic Document;
(lx) do doing any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 2.03 hereof;
(mxi) confess the confession of a judgment against the Trust;
(nxii) possess the possession of Trust assets, or assign assignment of the Trust's ’s right to property, for other than a Trust purpose;
(oxiii) cause causing the Trust to lend any funds to any entity; or
(pxiv) the change of the Trust's ’s purpose and powers from those set forth in this Trust Agreement. In addition .
(b) The Owner Trustee on behalf of the Trust agrees to abide by the following restrictions:
(i) other than as contemplated by the Basic Documents and related documentation, the Trust shall not incur any indebtedness;
(ii) other than as contemplated by the Basic Documents and related documentation, the Trust shall not engage in any dissolution, liquidation, consolidation, merger or sale of assets;
(iii) the Trust shall not engage in any business activity in which it is not currently engaged other than as contemplated by the Basic Documents and related documentation;
(iv) the Trust shall not form, or cause to be formed, any subsidiaries and shall not own or acquire any asset other than as contemplated by the Basic Documents and related documentation; and
(v) other than as contemplated by the Basic Documents and related documentation, the Trust shall not follow the directions or instructions of the Depositor.
(c) The Owner Trustee on behalf of the Trust shall:
(i) maintain books and records separate from any other person or entity;
(ii) maintain its office and bank accounts separate from any other person or entity;
(iii) not commingle its assets with those of any other person or entity. The ;
(iv) conduct its own business in its own name;
(v) other than as contemplated by the Basic Documents and related documentation, pay its own liabilities and expenses only out of its own funds;
(vi) [observe all formalities required under the Delaware Trust shall maintain its financial and accounting books and records separate from those Statute];
(vii) not guarantee or become obligated for the debts of any other person or entity;
(viii) not hold out its credit as being available to satisfy the obligation of any other person or entity;
(ix) not acquire the obligations or securities of its Affiliates or the Seller;
(x) other than as contemplated by the Basic Documents and related documentation, not make loans to any other person or entity or buy or hold evidence of indebtedness issued by any other person or entity;
(xi) other than as contemplated by the Basic Documents and related documentation, not pledge its assets for the benefit of any other person or entity;
(xii) hold itself out as a separate entity from the Depositor and not conduct any business in the name of the Depositor;
(xiii) correct any known misunderstanding regarding its separate identity; and
(xiv) not identify itself as a division of any other person or entity. Except So long as expressly set forth hereinthe Notes or any other amounts owed under the Indenture remain outstanding, the Trust shall pay its indebtedness and any operating expenses from its own funds, not amend this Section 4.01 without the prior written consent of [the Note Insurer and] [[ ]]% of the Voting Interests of the Notes and the Trust shall not pay consent of each Rating Agency, in addition to the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. requirements under Section 11.01.
(d) The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of Owners [and the Note Insurer] and, subject to [Section 11.18] of the Indenture, [[ ]]% of the Noteholders, and to the extent otherwise consistent with the Operative Basic Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Samples: Deposit Trust Agreement (Banccap Asset Securization Issuance Corp)
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed not take action unless at least 30 days before the taking of such action, and (ii) neither the Owner Trustee shall have notified the Certificateholders nor in writing of the Note Insurer proposed action and the Holders of Trust Certificates evidencing at least a majority of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer Holders have withheld consent or provided alternative direction (any directions by and the Certificateholders shall require Owner Trustee has received the prior written consent of the Note InsurerInsurer (prior to the Policy Expiration Date and so long as no Insurer Default shall have occurred and be continuing):
(ai) the initiation of any claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage LoansContracts) or and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage LoansContracts);
(bii) the election by the Trust to file an amendment to the Certificate of Trust, Trust (except to the extent unless such amendment is required to be filed under the Business Statutory Trust StatuteAct);
(ciii) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is required;
(div) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholdersOwners;
(ev) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Owners; or
(vi) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent paying agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying AgentRegistrar, or the consent to the assignment by the Note Registrar, Paying Agent or Agent, Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable;
(f) the consent to the calling or waiver of any default of any Operative Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed action at least 30 days before the taking of such action, and (ii) neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer have withheld consent or provided alternative direction (any directions by the Certificateholders shall require the prior consent of the Note Insurer):
(a) the initiation of any claim or lawsuit by the Trust (except claims and law suits brought in connection with the collection of the Mortgage Home Equity Loans) or the compromise of any action, claim or lawsuit brought by or against the Trust (except claims and law suits brought in connection with the collection of the Mortgage Home Equity Loans);
(b) the election by the Trust to file an amendment to the Certificate of Trust, (except to the extent such amendment is required under the Business Trust Statute);
(c) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is required;
(d) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders;
(e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable;
(f) the consent to the calling or waiver of any default of any Operative Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Samples: Owner Trust Agreement (Imc Home Equity Loan Owner Trust 1997-8)
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action with With respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders not take action, and the Note Insurer in writing of Owners shall not direct the proposed action Owner Trustee to take any action, unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Owners and (ii) neither the Certificateholders nor [Securities Insurer] in writing of the Note Insurer proposed action and the Owners and/or the [Securities Insurer] shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or Owners and/or the Note Insurer [Securities Insurer] have withheld consent or the Owners have provided alternative direction (any directions direction by the Certificateholders Owners shall require the prior consent of the Note [Securities Insurer]):
(a) the initiation of any claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage Home Loans) or and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage Home Loans);
(b) the election by the Trust to file an amendment to the Certificate of Trust, Trust (except to the extent unless such amendment is required to be filed under the Business Trust Statute);
(c) the amendment or other change to this Agreement or any Operative Documents Basic Document in circumstances where the consent of any Owner of a Note Noteholder [or the Note Insurer Securities Insurer] is required;
(d) the amendment or other change to this Agreement or any Operative Documents Basic Document in circumstances where the consent of any Owner of a Note Noteholder [or the Note Insurer Securities Insurer] is not required and such amendment materially adversely affects the interest of the CertificateholdersOwners;
(e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying AgentRegistrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable;.
(f) the consent to the calling or waiver of any default of any Operative Basic Document;
(g) the consent to the assignment of by the Indenture Trustee or Servicer of their respective obligations under the Operative any Basic Document;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Basic Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 2.13 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Trust Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any indebtedness, operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or and liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller Company, the Depositor and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders Owners [with the consent of the Note Securities Insurer, ,] and to the extent otherwise consistent with the Operative Transaction Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains and the Insurance Agreement remain in effect and no Note Securities Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller Company or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the SellerCompany.
Appears in 1 contract
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders Certificateholders, the Rating Agencies and the Note Insurer in writing of the proposed action at least 30 days before the taking of such action, and (ii) neither the Certificateholders nor the Note Insurer shall have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer have withheld consent or provided alternative direction (provided that any directions by the Certificateholders shall require the prior consent of the Note Insurer):
(a) the initiation of any claim or lawsuit by the Trust (except claims and law suits brought in connection with the collection of the Mortgage Loans) or the compromise of any action, claim or lawsuit brought by or against the Trust (except claims and law suits brought in connection with the collection of the Mortgage Loans);
(b) the election by the Trust to file an amendment to the Certificate of Trust, (except to the extent such amendment is required under the Business Trust Statute);
(c) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is required;
(d) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders;
(e) the appointment pursuant to the an Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or or, pursuant to this Agreement Agreement, of a successor Certificate Registrar or Trust Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Trustee, Certificate Registrar or Trust Paying Agent of its obligations under the Indenture Indentures or this Agreement, as applicable;
(f) the consent to the calling or waiver of any default of any Operative Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the an Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the SellerTrust.
Appears in 1 contract
Samples: Trust Agreement (First Alliance Mortgage Loan Trust 1998-2)
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed not take action unless at least 30 days before the taking of such action, and (ii) neither the Owner Trustee shall have notified the Certificateholders nor in writing of the Note Insurer proposed action and the Holders of Trust Certificates evidencing at least a majority of the aggregate Certificate Percentage Interest shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer Holders have withheld consent or provided alternative direction (any directions by and the Certificateholders shall require Owner Trustee has received the prior written consent of the Note InsurerInsurer (prior to the Policy Expiration Date and so long as no Insurer Default shall have occurred and be continuing):
(a) the initiation of any claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage LoansContracts) or and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage LoansContracts);
(b) the election by the Trust to file an amendment to the Certificate of Trust, Trust (except to the extent unless such amendment is required to be filed under the Business Statutory Trust StatuteAct);
(c) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is required;
(d) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholdersOwners;
(e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Owners; or
(f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent paying agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying AgentRegistrar, or the consent to the assignment by the Note Registrar, Paying Agent or Agent, Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable;
(f) the consent to the calling or waiver of any default of any Operative Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action Subject to the provisions and limitations of SECTION 4.04, with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed not take action unless at least 30 days before the taking of such action, and (ii) neither the Owner Trustee shall have notified the Certificateholders nor in writing of the Note Insurer proposed action, the Indenture Trustee shall have consented to such action in the event any Notes are outstanding and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer Owners have withheld consent or provided alternative direction (any directions by the Certificateholders shall require the prior consent of the Note Insurer):direction:
(a) the initiation of any claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage LoansContracts) or and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage LoansContracts);
(b) the election by the Trust to file an amendment to the Certificate of Trust, Trust (except to the extent unless such amendment is required to be filed under the Business Trust Statute);
(c) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is required;
(d) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is not required and such amendment materially and adversely affects the interest of the CertificateholdersOwners;
(e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Owners;
(f) the amendment, change or modification of the Sale and Servicing Agreement, except any amendment where the consent of any Certificateholder is not required under the terms of the Sale and Servicing Agreement; or
(g) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying AgentRegistrar, or the consent to the assignment by the Note Registrar, Paying Agent or Agent, Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this the Agreement, as applicable;
(f) the consent to the calling or waiver of any default of any Operative Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Samples: Trust Agreement (Harley Davidson Customer Funding Corp)
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action Subject to the provisions and limitations of Section 4.04, with respect to the following matters, unless (i) neither the Owner Trustee nor the Co-Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed take any action unless at least 30 days before the taking of such action, the Owner Trustee or the Co-Owner Trustee, as applicable, shall have notified the Owners in writing of the proposed action and (ii) neither the Certificateholders nor the Note Insurer Owners shall not have notified the Owner Trustee or the Co-Owner Trustee, as applicable, in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer Owners have withheld consent or provided alternative direction (any directions by the Certificateholders shall require the prior consent of the Note Insurer):direction:
(a) the initiation of any claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage LoansContracts) or and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage LoansContracts);
(b) the election by the Trust to file an amendment to the Certificate of Trust, Trust (except to the extent unless such amendment is required to be filed under the Business Trust Statute);
(c) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is required;
(d) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is not required and such amendment materially adversely affects the interest of the CertificateholdersOwners;
(e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Owners; or
(f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent paying agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust the Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agent or paying agent for the Notes, Indenture Trustee or Trustee, Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable;
(f) the consent to the calling or waiver of any default of any Operative Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action Subject to the provisions and limitation of Section 4.04, with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed not take action unless at least 30 days before the taking of such action, and (ii) neither the Owner Trustee shall have notified the Certificateholders nor in writing of the Note Insurer proposed action, the Indenture Trustee shall have consented to such action in the event any Notes are outstanding and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer Owners have withheld consent or provided alternative direction (any directions by the Certificateholders shall require the prior consent of the Note Insurer):direction:
(a) the initiation of any claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage LoansContracts) or and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage LoansContracts);
(b) the election by the Trust to file an amendment to the Certificate of Trust, Trust (except to the extent unless such amendment is required to be filed under the Business Statutory Trust Statute);
(c) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note Noteholder [or the Note Insurer Swap Counterparty] is required;
(d) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note Noteholder [or the Note Insurer Swap Counterparty] is not required and such amendment materially and adversely affects the interest of the CertificateholdersOwners;
(e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Owners; or
(f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent Registrar or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying AgentRegistrar, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this the Agreement, as applicable;
(f) the consent to the calling or waiver of any default of any Operative Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Samples: Trust Agreement (Harley Davidson Customer Funding Corp)
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action Subject to the provisions and limitation of Section 4.04, with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed not take action unless at least 30 days before the taking of such action, and (ii) neither the Owner Trustee shall have notified the Certificateholders nor in writing of the Note Insurer proposed action, the Indenture Trustee shall have consented to such action in the event any Notes are outstanding and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer Owners have withheld consent or provided alternative direction (any directions by the Certificateholders shall require the prior consent of the Note Insurer):direction:
(a) the initiation of any claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage LoansContracts) or and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage LoansContracts);
(b) the election by the Trust to file an amendment to the Certificate of Trust, Trust (except to the extent unless such amendment is required to be filed under the Business Trust Statute);
(c) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is required;
(d) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is not required and such amendment materially and adversely affects the interest of the CertificateholdersOwners;
(e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially and adversely affect the interests of the Owners; or
(f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying AgentRegistrar, or the consent to top the assignment by the Note Registrar, Paying Agent or Agent, Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this the Agreement, as applicable;
(f) the consent to the calling or waiver of any default of any Operative Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the Seller.
Appears in 1 contract
Samples: Trust Agreement (Eaglemark Inc)
Prior Notice to Owners with Respect to Certain Matters. The With respect to the following matters, the Owner Trustee shall not take action with respect to unless at least [ ] days before the following matterstaking of such action, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed action at least 30 days before the taking of such action, and (ii) neither the Certificateholders nor the Note Insurer shall not have notified the Owner Trustee in writing prior to the 30th [ ] day after such notice is given that such Certificateholders or the Note Insurer have withheld consent or provided alternative direction (any directions by the Certificateholders shall require the prior consent of the Note Insurer):direction:
(a) the initiation of any material claim or lawsuit by the Trust (except claims and law suits or lawsuits brought in connection with the collection of the Mortgage Loans) or Loans and the compromise of any material action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims and law suits brought in connection with the or lawsuits for collection of the Mortgage Loans);
(b) the election by the Trust to file an amendment to the Certificate of Trust, Trust (except to the extent unless such amendment is required to be filed under the Business Trust Statute);
(c) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is required;
(d) the amendment or other change to this Agreement or any Operative Documents of the Indenture by a supplemental indenture in circumstances where the consent of any Owner of a Note or the Note Insurer Noteholder is not required and such amendment materially adversely affects the interest of the Certificateholders;
(e) the amendment, change or modification of the Master Servicing Agreement, except to cure any ambiguity or defect or to amend or supplement any provision in a manner that would not materially adversely affect the interests of the Certificateholders; or
(f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar or Trust Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable;
(f) the consent to the calling or waiver of any default of any Operative Document;
(g) the consent to the assignment of the Indenture Trustee or Servicer of their respective obligations under the Operative Document;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of notify the Certificateholders with the consent in writing of the Note Insurer, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiversuccessor Note Registrar, liquidator, assignee, trustee, sequestrator (Paying Agent or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder shall have the power to take, and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the SellerCertificate Registrar within five Business Days thereof.
Appears in 1 contract
Prior Notice to Owners with Respect to Certain Matters. The Owner Trustee shall not take action with respect to the following matters, unless (i) the Owner Trustee shall have notified the Certificateholders and the Note Insurer in writing of the proposed action at least 30 days before the taking of such action, and (ii) neither the Certificateholders nor the Note Insurer shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Certificateholders or the Note Insurer have withheld consent or provided alternative direction (any directions by the Certificateholders shall require the prior consent of the Note Insurer):direction:
(a) the initiation of any claim or lawsuit by the Trust (except claims and law suits lawsuits brought in connection with the collection of the Mortgage LoansReceivables) or the compromise of any action, claim or lawsuit brought by or against the Trust (except claims and law suits lawsuits brought in connection with the collection of the Mortgage LoansReceivables);
(b) the election by the Trust to file an amendment to the Certificate of Trust, (except to the extent such amendment is required under the Business Statutory Trust Statute);
(c) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is required;
(d) the amendment or other change to this Agreement or any Operative Documents in circumstances where the consent of any Owner of a Note or the Note Insurer is not required and such amendment materially adversely affects the interest of the Certificateholders;
(e) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent or Indenture Trustee or or, pursuant to this Agreement Agreement, of a successor Certificate Registrar or Trust Paying Agent, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee or Trustee, Certificate Registrar or Trust Paying Agent of its obligations under the Indenture or this Agreement, as applicable;
(f) the consent to the calling or waiver of any default of any Operative Document;
(g) the consent to the assignment of the Indenture Trustee or the Servicer of their respective obligations under the Operative DocumentDocuments;
(h) except as provided in Article IX hereof, dissolve, terminate or liquidate the Trust in whole or in part;
(i) merge or consolidate the Trust with or into any other entity, or convey or transfer all or substantially all of the Trust's assets to any other entity;
(j) cause the Trust to incur, assume or guaranty any indebtedness other than as set forth in this Agreement;
(k) do any act that conflicts with any other Operative Document;
(l) do any act which would make it impossible to carry on the ordinary business of the Trust as described in Section 2.3 hereof;
(m) confess a judgment against the Trust;
(n) possess Trust assets, or assign the Trust's right to property, for other than a Trust purpose;
(o) cause the Trust to lend any funds to any entity; or
(p) change the Trust's purpose and powers from those set forth in this Agreement. In addition addition, the Trust shall not commingle its assets with those of any other entity. The Trust shall maintain its financial and accounting books and records separate from those of any other entity. Except as expressly set forth herein, the Trust shall pay its indebtedness and any operating expenses from its own funds, and the Trust shall not pay the indebtedness, operating expenses or liabilities of any other entity. The Trust shall maintain appropriate minutes or other records of all appropriate actions and shall maintain its office separate from the offices of the Depositor, the Seller and the Servicer. The Owner Trustee shall not have the power, except upon the direction of the Certificateholders with the consent of the Note InsurerCertificateholders, and to the extent otherwise consistent with the Operative Documents, to (i) remove or replace the Servicer or the Indenture Trustee, (ii) institute proceedings to have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent to the institution of bankruptcy or insolvency proceedings against the Trust, (iv) file a petition or consent to a petition seeking reorganization or relief on behalf of the Trust under any applicable federal or state law relating to bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or any similar official) of the Trust or a substantial portion of the property of the Trust, (vi) make any assignment for the benefit of the Trust's creditors, (vii) cause the Trust to admit in writing its inability to pay its debts generally as they become due, due or (viii) take any action, or cause the Trust to take any action, in furtherance of any of the foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture remains in effect and no Note Insurer Default exists, no Certificateholder The Owner Trustee shall not have the power to take, remove the Servicer under the Sale and shall not take, any Bankruptcy Action with respect to the Trust or the Seller or direct the Owner Trustee to take any Bankruptcy Action with respect to the Trust or the SellerServicing Agreement.
Appears in 1 contract
Samples: Trust Agreement (Oakwood Homes Corp)
