Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to: (i) more effectively hold in trust all or any portion of the Trust Estate; (ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement; (iii) enforce any of the Home Equity Loans; or (iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28. (b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding. (c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2005-D), Pooling and Servicing Agreement (Chec Funding LLC), Pooling and Servicing Agreement (Chec Funding LLC)
Protection of Trust Estate. (a) The Subject to Sections 10.01(e) and 10.01(g), the Trustee will hold the Trust Estate in trust for the benefit of the Owners and and, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:.
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b7.03(b)(iv)(F) clause C.28hereof.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights Percentage Interests represented by the Offered Certificates then OutstandingOutstanding or, if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1997-3), Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1997-5), Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1998-1)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and, upon request of the Certificate Insurer or the Seller and at the request expense of the DepositorSeller, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 12.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositorreasonable request, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or;
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To ; or
(v) perfect a security interest in the extent not covered Mortgage Loans, in the event that the conveyance by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28Seller did not constitute a sale.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, Agreement by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such action and (ii) when required by this Agreement, have been requested to take such action by the Owners Certificate Insurer, or, with the consent of the Certificate Insurer by a majority of the Voting Rights Percentage Interests represented by any Class of Class A Certificates, or, if there are no longer any Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by any Class of Class B Certificates then Outstanding.
(c) The Trustee shall execute any instrument reasonably required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Access Financial Lending Corp), Pooling and Servicing Agreement (Access Financial Lending Corp), Pooling and Servicing Agreement (Access Financial Lending Corp)
Protection of Trust Estate. (aExcept as limited by Section 2.02(c)(2), Section 2.02(c)(3) The Trustee or Section 2.03(a) above, the Company will hold the Trust Estate in trust for the benefit of the Owners execute and at the request of the Depositor, will deliver from time to time execute all amendments to the Pooling and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof Servicing Agreement and all financing statements, continuation statements, instruments of further assurance and other instrumentsinstruments necessary or advisable in order to, and will take such other action upon such request from as the Depositor, Trustee deems necessary or advisable in order to:
(ia) grant to the Trustee more effectively hold in trust all or any portion of the Trust Estate;
(iib) preserve and defend the Trust's title to the Trust Estate and the rights therein of the Trustee and the Holders of Certificates against the claims of all persons and parties;
(c) maintain or preserve the lien (and the priority thereof) created by the Pooling and Servicing Agreement or to carry out more effectively the purposes hereof (including the filing of continuation statements under the UCC as necessary);
(d) perfect, publish notice of, or protect the validity of any grant made or to be made by this pursuant to the Pooling and Servicing Agreement;; or
(iiie) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate related Asset Documents. The Company and the rights of Servicer each hereby designates the TrusteeTrustee its agent and attorney-in-fact to execute any financing statement, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity continuation statement or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as 6.09; provided, that the Trustee shall have no duty to determine whether the filing of any financing statement shall be necessary or to file such statements except upon written request of the Company or the Servicer. After execution of any continuation statement or other instrument pursuant to this Section, the Trustee shall deliver such instrument does not conflict with this Agreement to the Servicer for filing. Promptly after filing any such instrument or with causing any such instrument to be filed, the Trustee’s fiduciary dutiesServicer shall deliver an Officer's Certificate, signed by an Officer of the Servicer, to the Trustee stating that such continuation statement or adversely affect its rightsother instrument has been filed. The Company shall pay or cause to be paid, indemnities and immunities hereunderon behalf of the Trust, any taxes levied on the account of the ownership by the Trust of the related Assets.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Bombardier Capital Mortgage Securitization Corp), Pooling and Servicing Agreement (Bombardier Capital Mortgage Securitization Corp), Pooling and Servicing Agreement (Bombardier Capital Mortgage Securitization Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners and the Certificate Insurer represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Depositor to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce enforce, the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or in equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Certificate Insurer as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policies, the Trustee's sole responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary dutiesduties hereunder, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Asset Backed Certificates Ser 1999 1), Pooling and Servicing Agreement (Block Mortgage Finance Inc Asset Backed Cert Series 1999 2), Pooling and Servicing Agreement (Block Mortgage Finance Inc Asset Backed Cert Series 1998 2)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Issuing Entity will from time to time execute prepare, execute, deliver and deliver file all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, necessary or advisable to:
(i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively hold in trust all or any portion of the Trust Estatepurposes hereof;
(ii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iii) enforce any of the Home Equity LoansCollateral; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, Indenture Trustee and the ownership interests of the Owners represented thereby, Noteholders in such Trust Estate against the claims of all Persons persons and parties. To The Issuing Entity hereby designates the extent not covered by Indenture Trustee, and hereby authorizes the indemnity Indenture Trustee as its agent and attorney-in-fact, to execute any financing statement, continuation statement or other security contemplated by 10.01(e) and 10.01(g), instrument delivered to the Indenture Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28this Section.
(b) The Issuing Entity hereby represents and warrants that, as to the Collateral pledged to the Indenture Trustee shall have for the power benefit of the Noteholders, on the Closing Date:
(i) the Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral that is in existence in favor of the Indenture Trustee, which security interest is prior to enforceall other liens, and shall enforce is enforceable as such as against creditors of and purchasers from the obligations Issuing Entity;
(ii) the Receivables constitute “tangible chattel paper” or “electronic chattel paper” under the applicable UCC;
(iii) the Issuing Entity owns and rights has good and marketable title to such Collateral free and clear of any liens, claims or encumbrances of any Person, other than the interest Granted under this Indenture;
(iv) the Issuing Entity has acquired its ownership in such Collateral in good faith without notice of any adverse claim;
(v) the Trust Accounts are not in the name of any person other than the Indenture Trustee and the Issuing Entity has not consented to the bank maintaining the Trust Accounts to comply with the instructions of any person other than the Indenture Trustee;
(vi) the Issuing Entity has not assigned, pledged, sold, granted a security interest in or otherwise conveyed any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture;
(vii) the Issuing Entity has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdiction under the applicable law in order to perfect the security interest Granted hereunder in the Receivables;
(viii) in the case of each Receivable constituting “electronic chattel paper” as defined under the applicable UCC, the Servicer, as custodian for the Issuing Entity, has “control” within the meaning of Section 9-105 of the applicable UCC of such Receivables;
(ix) in the case of the Receivables constituting “electronic chattel paper” as defined under the applicable UCC, the contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other parties to this Agreementthan the Issuing Entity;
(x) other than its Granting hereunder, the Issuing Entity has not Granted such Collateral, the Issuing Entity has not authorized the filing of and is not aware of any financing statements against the Issuing Entity that include a description of such Collateral other than the financing statement in favor of the Indenture Trustee, and the Issuing Entity is not aware of any judgment or tax lien filing against it; and
(xi) the Owners, by action, suit or proceeding at law or equity, and shall also have the power information relating to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are Collateral set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first Schedule of Receivables (iattached hereto as Exhibit A) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstandingis correct.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 4 contracts
Samples: Indenture (John Deere Owner Trust 2015-B), Indenture (John Deere Owner Trust 2015), Indenture (John Deere Owner Trust 2014)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and and, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs or expenses associated with this section request received from the Depositor to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of Agreement or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights Percentage Interests represented by the Offered Certificates then OutstandingOutstanding or, if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Contimortgage Home Equity Loan Trust 1997-1), Pooling and Servicing Agreement (Contimortgage Home Equity Loan Trust 1997-3), Pooling and Servicing Agreement (Contimortgage Home Equity Loan Trust 1997-2)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Depositor or expenses associated with this section the Certificate Insurer to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this AgreementAgreement and the obligations of the Certificate Insurer under each Certificate Insurance Policy; in addition, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, equity and shall also have the power to enjoin, by action or suit in equity, any and acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer and/or the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or Owners of a majority of the Voting Rights Percentage Interests represented by the Offered Certificates then OutstandingOutstanding with the consent of the Certificate Insurer or, if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under a Certificate Insurance Policy, the Trustee's sole responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp), Pooling and Servicing Agreement (Contisecurities Asset Funding Corp), Pooling and Servicing Agreement (Contimortgage Home Equity Trust 1999-1)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28D.24.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2004-C), Pooling and Servicing Agreement (Chec Funding LLC), Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2005-B)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and and, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the contrary claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs or expenses associated with this section request received from the Depositor to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of Agreement or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights Percentage Interests represented by the Offered Certificates then Outstanding or, if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Amresco Residential Securities Corp Mortgage Loan Tr 1997-2), Pooling and Servicing Agreement (Amresco Residential Securities Corp Mort Loan Trust 1998-1), Pooling and Servicing Agreement (Amresco Residential Securities Corp Mort Loan Trust 1997-3)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b7.03(b)(iii)(G) clause C.28hereof.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer or the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding with the consent of the Certificate Insurer (unless a Certificate Insurer Default under clause (a) of the definition thereof has occurred and is continuing) or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policies the Trustee's first responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Chec Asset Receivables Corp), Pooling and Servicing Agreement (Chec Asset Receivables Corp), Pooling and Servicing Agreement (DLJ Commercial Mort Corp Comm Mort Pass THR Cer Ser 1998-Cg1)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28C.16.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2003-B), Pooling and Servicing Agreement (Chec Funding LLC Centex Home Equity Loan Trust 2003-C), Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-C)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and and, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the contrary claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs or expenses associated with this section request received from the Depositor to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of Agreement or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the Offered Certificates then Outstanding or, if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Amresco Residential Securities Corp), Pooling and Servicing Agreement (Amresco Residential Securities Corp Mortgage Loan Tr 1998-2)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.2822.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2006-B), Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2006-A)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Issuer will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance assurance, and other instruments, and will take such other action upon such request from the Depositor, as may be necessary or advisable to:
(i) Grant more effectively hold in trust all or any portion of the Trust Estate;.
(ii) maintain or preserve the lien of this Indenture or carry out more effectively the purposes hereof,
(iii) perfect, publish notice of, or protect the validity of of, any grant Grant made or to be made by this Agreement;Indenture,
(iiiiv) enforce any of the Home Equity Loans; orAccount Documents,
(ivv) preserve and defend title to the Trust Estate and the rights of the Trustee, Trustee and of the Noteholders in the Account Documents and the ownership interests other property held as part of the Owners represented thereby, in such Trust Estate against the claims of all Persons persons and parties, or
(vi) pay all taxes or assessments levied or assessed upon the Trust Estate when due. To The Issuer hereby designates the extent not covered by the indemnity Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other security contemplated by 10.01(e) and 10.01(g)instrument required pursuant to this Section 3.05; PROVIDED, HOWEVER, that such designation shall not be deemed to create a duty in the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Trustee shall have monitor the power to enforce, and shall enforce the obligations and rights compliance of the other parties to this AgreementIssuer with the foregoing covenants and PROVIDED, and FURTHER, that the duty of the Owners, by action, suit or proceeding at law or equity, and shall also have the power Trustee to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long 3.05 shall arise only if the Trustee has knowledge of any failure of the Issuer to comply with provisions of this Section 3.05. The Issuer shall execute a power of attorney coupled with an interest which shall be irrevocable, and the Issuer hereby ratifies and confirms all that the Trustee may do by virtue thereof.
(b) Except as otherwise provided herein and in the Servicing Agreement, the Trustee shall not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Independent Counsel delivered pursuant to Section 3.06 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.12(l), if no Opinion of Independent Counsel has yet been delivered pursuant to Section 3.06) unless the Trustee shall have first received an Opinion of Independent Counsel to the effect that the lien and security interest created by this Indenture with respect to such instrument does not conflict with this Agreement property will continue to be maintained after giving effect to such action or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunderactions.
Appears in 2 contracts
Samples: Indenture (Mid State Trust Vi), Indenture (Mid State Trust Vi)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer as their interests may appear, and, upon request of the Certificate Insurer, or with the consent of the Certificate Insurer, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositoras it deems reasonably necessary or advisable, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Sponsor to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the Owners, Certificate Insurer by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the affected Class or Classes of Class A Certificates then OutstandingOutstanding or, if there are no longer any affected Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Advanta Mortgage Conduit Services Inc), Pooling and Servicing Agreement (Advanta Mortgage Conduit Services Inc)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer, as their interests may appear, and, upon request of the Certificate Insurer, or, with the consent of the Certificate Insurer, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositoras it deems reasonably necessary or advisable, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Sponsor to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the OwnersCertificate Insurer, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the affected Class or Classes of Class A Certificates then OutstandingOutstanding or, if there are no longer any affected Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class RS Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1996-3), Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1996-4)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Issuer will from time to time prepare, execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, necessary or advisable to:
(i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively hold in trust all or any portion of the Trust Estatepurposes hereof;
(ii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iii) cause the Issuer or Master Servicer to enforce any of the Home Equity rights to the Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, Indenture Trustee and the ownership interests of the Owners represented thereby, Bondholders in such Trust Estate against the claims of all Persons persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.07 hereof (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.07(a) hereof, or if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b) hereof unless the Indenture Trustee shall have first received an Opinion of Counsel to the power effect that the lien and security interest created by this Indenture with respect to enforce, and shall enforce the obligations and rights of the other parties such property will continue to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power be maintained after giving effect to enjoin, by such action or suit in equityactions). The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to sign any financing statement, any acts continuation statement or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any other instrument required to be signed pursuant to this Section so long as such instrument does not conflict with this Agreement or with 3.06 upon the Issuer's preparation thereof and delivery to the Indenture Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 2 contracts
Samples: Indenture (Impac CMB Trust Series 1998-2), Indenture (Imh Assets Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Depositor or expenses associated with this section the Certificate Insurer to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this AgreementAgreement and the obligations of the Certificate Insurer under each Certificate Insurance Policy; in addition, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer and/or the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or Owners of a majority of the Voting Rights Percentage Interests represented by the Offered Certificates then OutstandingOutstanding with the consent of the Certificate Insurer or, if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under a Certificate Insurance Policy, the Trustee's sole responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp), Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)
Protection of Trust Estate. (aExcept as limited by Section 2.02(c)(2), Section 2.02(c)(3) The Trustee or Section 2.03(a) above, the Servicer will hold the Trust Estate in trust for the benefit of the Owners execute and at the request of the Depositor, will deliver from time to time execute all amendments to the Pooling and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof Servicing Agreement and all financing statements, continuation statements, instruments of further assurance and other instrumentsinstruments necessary or advisable in order to, and will take such other action upon such request from as the Depositor, Trustee deems necessary or advisable in order to:
(ia) grant to the Trustee more effectively hold in trust all or any portion of the Trust Estate;
(iib) preserve and defend the Trust's title to the Trust Estate and the rights therein of the Trustee and the Holders of Certificates against the claims of all persons and parties;
(c) maintain or preserve the lien (and the priority thereof) created by the Pooling and Servicing Agreement or to carry out more effectively the purposes hereof (including the filing of continuation statements under the UCC as necessary);
(d) perfect, publish notice of, or protect the validity of any grant made or to be made by this pursuant to the Pooling and Servicing Agreement;; or
(iiie) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate related Asset Documents. OMI and the rights of Servicer each hereby designates the TrusteeTrustee its agent and attorney-in-fact to execute any financing statement, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity continuation statement or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as 6.09; PROVIDED, that the Trustee shall have no duty to determine whether the filing of any financing statement shall be necessary or to file such statements except upon written request of OMI or the Servicer. After execution of any continuation statement or other instrument pursuant to this Section, the Trustee shall deliver such instrument does not conflict with this Agreement to the Servicer for filing. Promptly after filing any such instrument or with causing any such instrument to be filed, the Trustee’s fiduciary dutiesServicer shall deliver an Officer's Certificate, signed by an Officer of the Servicer, to the Trustee stating that such continuation statement or adversely affect its rightsother instrument has been filed. The Servicer shall pay or cause to be paid, indemnities and immunities hereunderon behalf of the Trust, any taxes levied on the account of the ownership by the Trust of the related Assets.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Oakwood Mortgage Investors Inc), Pooling and Servicing Agreement (Oakwood Mortgage Investors Inc)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Depositor will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from as the Depositor, Trustee deems necessary or advisable to:
(i) grant more effectively hold in trust all or any portion of the Trust EstateEstate for a Series;
(ii) maintain or preserve the lien (and the priority thereof) of this Indenture or to carry out more effectively the purposes hereof;
(iii) perfect, publish notice of, or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iiiiv) enforce any of the Home Equity LoansLoan Documents, GNMA Certificates, Fredxxx Xxx Certificates, Fannxx Xxx Certificates or Other Mortgage Certificates; or
(ivv) preserve and defend title to the Trust Estate securing a Series and the rights therein of the Trustee, Trustee and the ownership interests Holders of the Owners represented thereby, in Bonds of such Trust Estate Series secured thereby against the claims of all Persons persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other parties to this Agreement, and writing from the jurisdiction in which it was held at the date of the Ownersmost recent Opinion of Counsel delivered pursuant to Section 9.06 (or from the jurisdiction in which it was held, by actionor to which it is intended to be removed, suit as described in the Opinion of Counsel delivered at the Closing Date pursuant to the Series Supplement, if no Opinion of Counsel has yet been delivered pursuant to Section 9.06) or proceeding at law cause or equity, and shall also have permit ownership or the power to enjoin, by action or suit in equity, pledge of any acts or occurrences which may be unlawful or in violation portion of the rights Trust Estate that consists of book-entry securities to be recorded on the Owners as books of a Person located in a different jurisdiction from the jurisdiction in which such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee ownership or pledge was recorded at such time unless the Trustee shall have first (i) have been furnished indemnity satisfactory received an Opinion of Counsel to it the effect that the lien and (ii) when required security interest created by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then OutstandingIndenture with respect to such property will continue to be maintained after giving effect to such action or actions.
(c) The Depositor hereby designates the Trustee shall its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required by the Trustee pursuant to this Section so long as such instrument does not conflict with this Agreement 9.05.
(d) The Depositor shall pay or with cause to be paid any taxes levied on the Trustee’s fiduciary duties, account of the beneficial ownership by the Depositor or adversely affect its rights, indemnities and immunities hereunderan Affiliate of the Depositor of Mortgage Collateral that secures a Series of Bonds.
Appears in 2 contracts
Samples: Indenture (Union Planters Home Equity Corp), Indenture (Union Planters Mortgage Finance Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer, and with the consent of the Certificate Insurer, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Sponsor to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the OwnersCertificate Insurer, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class B Certificates.
(c) The Trustee shall execute any instrument reasonably required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Equivantage Acceptance Corp), Pooling and Servicing Agreement (Equivantage Acceptance Corp)
Protection of Trust Estate. (a) The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Indenture Trustee will hold on behalf of the Trust Estate Noteholders to be prior to all other liens in trust respect of the Pledged Assets, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Owners and at the request Indenture Trustee on behalf of the DepositorNoteholders, a first lien on and a first priority, perfected security interest in the Pledged Assets. The Issuer will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and will take such other action upon such request from the Depositor, necessary or advisable to:
(i) Grant more effectively hold in trust all or any portion of the Trust EstatePledged Assets;
(ii) maintain or preserve the lien and security interest (and the priority thereof) created by this Indenture in favor of the Indenture Trustee for the benefit of the Noteholders to the extent expressly set forth herein or the other Basic Documents and, to the extent expressly set forth herein and so long as it is the Controlling Party, the Insurer, or carry out more effectively the purposes hereof;
(iii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iiiiv) enforce any of the Home Equity Loans; orPledged Assets;
(ivv) preserve and defend title to the Trust Estate Pledged Assets and the rights of the Indenture Trustee, the Noteholders and, to the extent expressly set forth herein and so long as it is the ownership interests of Controlling Party, the Owners represented therebyInsurer, in such Trust Estate Pledged Assets against the claims of all Persons persons and parties; or
(vi) pay all taxes or assessments levied or assessed upon the Pledged Assets when due. To The Issuer hereby designates the extent not covered by the indemnity Indenture Trustee its agent and attorney-in-fact to execute all financing statements, continuation statements or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall instruments required to be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required executed pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunderSection.
Appears in 2 contracts
Samples: Indenture (Bay View Deposit CORP), Indenture (Bay View Transaction Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Issuer will from time to time prepare, execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, necessary or advisable to:
(i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively hold in trust all or any portion of the Trust Estatepurposes hereof;
(ii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iii) cause the Issuer or Master Servicer to enforce any of the Home Equity rights to the Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, Indenture Trustee and the ownership interests of the Owners represented thereby, Bondholders in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.07 hereof (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered on the Closing Date pursuant to Section 3.07(a) hereof, or if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b) hereof, unless the Indenture Trustee shall have first received an Opinion of Counsel to the power effect that the lien and security interest created by this Indenture with respect to enforce, and shall enforce the obligations and rights of the other parties such property will continue to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power be maintained after giving effect to enjoin, by such action or suit in equityactions). The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to sign any financing statement, any acts continuation statement or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any other instrument required to be signed pursuant to this Section so long as such instrument does not conflict with this Agreement or with 3.06 upon the Issuer's preparation thereof and delivery to the Indenture Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 2 contracts
Samples: Indenture (IMPAC CMB Trust Series 2005-5), Indenture (Imh Assets Corp Impac CMB Trust Series 2005-1)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners Owners, and at the request and expense of the DepositorUnaffiliated Seller, will from time to time execute and deliver all such supplements and amendments hereto pursuant to and subject to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g); provided, however, the Trustee shall be reimbursed for have no obligation to take any costs such action that might affect its rights or expenses associated with obligations under this section Agreement. The Trustee shall send copies of any request received from the Unaffiliated Seller to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the OwnersAgreement , by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the affected Class or Classes of Offered Certificates then OutstandingOutstanding or, if there are no longer any affected Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class B Certificates.
(c) The Subject to the proviso of Section 6.3(a), the Trustee shall execute any instrument reasonably required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp), Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon written request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.287.03(b)(x).
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer or the Owners as such rights are set forth in this Agreement; providedPROVIDED, howeverHOWEVER, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights represented by the Certificates then OutstandingOutstanding with the consent of the Certificate Insurer (unless a Certificate Insurer Default under clause (a) of the definition thereof has occurred and is continuing); PROVIDED, FURTHER, HOWEVER, that if there is a dispute with respect to payments under the Certificate Insurance Policy the Trustee's first responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2000-A), Pooling and Servicing Agreement (Centex Credit Corp Home Eq Ln Asset Backed Cert Ser 2000 B)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Depositor or expenses associated with this section the Certificate Insurer to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this AgreementAgreement and the obligations of the Certificate Insurer under the Certificate Insurance Policy; in addition, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, equity and shall also have the power to enjoin, by action or suit in equity, any and acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer and/or the Owners as such rights are set forth in this Agreement; , provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or Owners of a majority of the Voting Rights Percentage Interests represented by the Offered Certificates then OutstandingOutstanding with the consent of the Certificate Insurer or, if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under a Certificate Insurance Policy the Trustee's sole responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Contimortgage Home Equity Trust 1998-1), Pooling and Servicing Agreement (Contimortgage Home Equity Trust 1997-5)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28D.20.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2004-A)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Issuer will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance assurance, and other instruments, and will take such other action upon such request from the Depositor, as may be necessary or advisable to:
(i1) Grant more effectively hold in trust all or any portion of the Trust Estate;,
(ii2) maintain or preserve the lien of this Indenture or carry out more effectively the purposes hereof,
(3) perfect, publish notice of, or protect the validity of of, any grant Grant made or to be made by this Agreement;Indenture,
(iii4) enforce any of the Home Equity LoansTax Liens; provided, however, that in no event shall the Issuer perform any Restrained Acts, or
(iv5) preserve and defend title to any Tax Lien or other instrument included in the Trust Estate and the rights of the Trustee, Indenture Trustee and the ownership interests of the Owners represented therebyBondholders, in such Trust Estate Tax Lien or other instrument against the claims of all Persons persons and parties. To The Issuer hereby designates each of the extent not covered by Indenture Trustee and the indemnity Collateral Agent and Custodian its agent and attorney-in-fact to execute any financing statement, continuation statement or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section instrument required pursuant to this Section 7.03(b) clause C.28.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement3.05(a); provided, however, that nothing such designation shall not be deemed to create a duty in this Section shall require any action by the Indenture Trustee unless or the Trustee shall first (i) have been furnished indemnity satisfactory Collateral Agent and Custodian to it and (ii) when required by this Agreement, have been requested by monitor the Owners of a majority compliance of the Voting Rights represented by Issuer with the Certificates then Outstanding.
(c) The foregoing covenants and provided further, that the duty of the Indenture Trustee shall or the Collateral Agent and Custodian to execute any instrument required pursuant to this Section so long 3.05(a) shall arise only if the Indenture Trustee or the Collateral Agent and Custodian has knowledge of any failure of the Issuer to comply with provisions of this Section 3.05(a).
(b) Neither the Indenture Trustee nor the Collateral Agent and Custodian will remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date the most recent Opinion of Counsel was delivered pursuant to Section 3.06 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.14(b) hereof, if no Opinion of Counsel has yet been delivered pursuant to Section 3.06 hereof) or cause or permit ownership or the pledge of any portion of the Trust Estate that consists of book-entry securities to be recorded on the books of a Person located in a different jurisdiction from the jurisdiction in which such instrument does not conflict ownership or pledge was recorded at such date unless the Indenture Trustee shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with this Agreement respect to such property will continue to be maintained after giving effect to such action or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunderactions.
Appears in 1 contract
Samples: Indenture
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28C.20.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-C)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28C.14.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; providedPROVIDED, howeverHOWEVER, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Protection of Trust Estate. (a) The As and when requested by the Indenture Trustee will hold or the Trust Estate in trust for Insurer, the benefit of the Owners and at the request of the Depositor, Issuer will from time to time authorize, execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, necessary or advisable to:
(i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively hold in trust all or any portion of the Trust Estatepurposes hereof;
(ii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iii) cause the Trust Estate to enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee, the Insurer and the ownership interests of the Owners represented thereby, Noteholders in such Trust Estate against the claims of all Persons persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove any portion of the Trust Estate that consists of money, an instrument, tangible chattel paper, a negotiable document, a certificated security, or goods, or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture Trustee shall have first received an Opinion of Counsel to the power effect that the lien and security interest created by this Indenture with respect to enforce, and shall enforce the obligations and rights of the other parties such property will continue to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power be maintained after giving effect to enjoin, by such action or suit in equity, any acts or occurrences which may be unlawful or in violation of actions. The Issuer hereby designates the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Indenture Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory its agent and attorney-in-fact to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required to be executed pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder3.06.
Appears in 1 contract
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners and the Certificate Insurer represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Depositor to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Certificate Insurer as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then Outstanding.Outstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class X Certificates and the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policies the Trustee's sole responsibility is to the Owners. 57
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary dutiesduties hereunder, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Inc)
Protection of Trust Estate. (a) Acknowledgment of --------------------------------------------- Pledge. ------ The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will Issuer shall from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, amendments thereto, continuation statements, assignments, certificates, instruments of further assurance and other instruments, and will shall take such other action upon such request from the Depositor, necessary or advisable to:
(ia) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively hold in trust all the purposes hereof, including by making the necessary filings of financing statements or amendments thereto within ninety days after the occurrence of any portion of the Trust Estatefollowing: (A) any change in the Issuer's name, (B) any change in the location of the Issuer's principal place of business, (C) any merger or consolidation or other change in the Issuer's identity or organizational structure and by promptly notifying in writing the Indenture Trustee of any such filings and (D) any other change or occurrence that would make any financing statement or amendment seriously misleading within the meaning of Section 9- 402(7) of the UCC;
(iib) perfect, publish notice of, of or protect the validity of any grant of a security interest made or to be made by this AgreementIndenture;
(iiic) enforce the rights of the Indenture Trustee and the Noteholders in any of the Home Equity LoansCollateral; or
(ivd) preserve and defend title to the Trust Estate and the rights of the Trustee, Indenture Trustee and the ownership interests of the Owners represented thereby, Noteholders in such Trust Estate against the claims of all Persons and parties. To , and the extent not covered by Issuer hereby designates the indemnity Indenture Trustee its agent and attorney- in-fact to execute any financing statement, continuation statement or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.-------
Appears in 1 contract
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b7.03(b)(iii)(G) clause C.28hereof.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement and the Loan Purchase Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer or the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights represented by the Certificates then OutstandingOutstanding with the consent of the Certificate Insurer (unless a Certificate Insurer Default under clause (a) of the definition thereof has occurred and is continuing); provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policy the Trustee's first responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 1999-2)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b7.03(b)(iii)(G) clause C.28hereof.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer or the Owners as such rights are set forth in this Agreement; providedPROVIDED, howeverHOWEVER, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding with the consent of the Certificate Insurer (unless a Certificate Insurer Default under clause (a) of the definition thereof has occurred and is continuing) or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; PROVIDED, FURTHER, HOWEVER, that if there is a dispute with respect to payments under the Certificate Insurance Policy the Trustee's first responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chec Asset Receivables Corp)
Protection of Trust Estate. (a) The Subject to Sections 10.01(e) and 10.01(g), the Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b7.03(b)(iv)(F) clause C.28hereof.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Certificate Insurer as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then Outstanding.Outstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policies the Trustee's first responsibility is to the Owners. 66
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1997-2)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners Holders and the Certificate Insurer, and with the consent of the Certificate Insurer, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners Holders represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Sponsor to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the OwnersCertificate Insurer, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which that may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementHolders; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class B Certificates.
(c) The Trustee shall execute any instrument reasonably required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Equivantage Acceptance Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will Issuer shall from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will shall take such other action upon such request from the Depositor, as may be necessary or advisable to:
(i) Grant more effectively hold in trust all or any portion of the Trust Estate;
(ii) maintain or preserve the lien of this Indenture or carry out more effectively the purposes hereof;
(iii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iiiiv) enforce any of the Home Equity LoansMortgage Documents; or
(ivv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented therebyBondholders, in such the Mortgage Loans and the other property held as part of the Trust Estate against the claims of all Persons and parties. To The Issuer hereby designates the extent not covered by the indemnity Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section instrument required pursuant to this Section 7.03(b) clause C.28.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement3.05; provided, however, that nothing such designation shall not be deemed to create a duty in this Section shall require any action by the Trustee unless to monitor the compliance of the Issuer with the foregoing covenants; and provided further, however, that the duty of the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long 3.05 shall arise only if the Trustee has knowledge pursuant to Section 6.01(d) of the occurrence of a failure of the Issuer to comply with provisions of this Section 3.05.
(b) Except as such instrument does permitted by Section 8.09, the Trustee shall not conflict with this Agreement remove any portion of the Trust Estate that consists of money or with is evidenced by an instrument, certificate or other writing from the Trustee’s fiduciary dutiesjurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.06 (or from the jurisdiction in which it was held, or adversely affect its rightsto which it is intended to be removed, indemnities as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.12(c), if no Opinion of Counsel has yet been delivered pursuant to Section 3.06) or cause or permit ownership or the pledge of any portion of the Trust Estate that consists of book-entry securities to be recorded on the books of a Person located in a different jurisdiction from the jurisdiction in which such ownership or pledge was recorded at such time unless the Trustee shall have first received an Opinion of Counsel to the effect that the lien and immunities hereundersecurity interest created by this Indenture with respect to such property shall continue to be maintained after giving effect to such action or actions.
Appears in 1 contract
Protection of Trust Estate. (a) The Grantor Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity LoansClass A-2 Fixed Certificate;
(iv) enforce the Swap Agreement; or
(ivv) preserve and defend title to the Trust Estate and the rights of the Grantor Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Grantor Trustee shall be reimbursed for send copies of any costs request received from the Depositor or expenses associated with this section the Certificate Insurer to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Grantor Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, the obligations of the ContiMortgage Home Equity Loan Trust 1997-5 under the Class A-2 Fixed Certificate, the obligations of the Swap Counterparty under the Swap Agreement and the obligations of the Certificate Insurer under the Certificate Insurance Policy; in addition, the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, equity and shall also have the power to enjoin, by action or suit in equity, any and acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer and/or the Owners as such rights are set forth in this Agreement; provided, howeverPROVIDED, HOWEVER, that nothing in this Section shall require any action by the Grantor Trustee unless the Grantor Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or Owners of a majority of the Voting Rights Percentage Interests represented by the Certificates then OutstandingOutstanding with the consent of the Certificate Insurer; PROVIDED, FURTHER, HOWEVER, that if there is a dispute with respect to payments under a Certificate Insurance Policy, the Grantor Trustee's sole responsibility is to the Owners.
(c) The Grantor Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Grantor Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Grantor Trust Agreement (Contimortgage Home Equity Trust 1997-5)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon written request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.287.03(b)(x).
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer or the Owners as such rights are set forth in this Agreement; providedPROVIDED, howeverHOWEVER, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights represented by the Certificates then OutstandingOutstanding with the consent of the Certificate Insurer (unless a Certificate Insurer Default under clause (a) of the definition thereof has occurred and is continuing); PROVIDED, FURTHER, HOWEVER, that if there is a dispute with respect to payments under the Certificate Insurance Policies the Trustee's first responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28C.11.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002 B)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Depositor to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Certificate Insurer as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under a Certificate Insurance Policy the Trustee's sole responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Insurer as their interests may appear, and, upon request of the Insurer, or with the consent of the Insurer, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositoras it deems reasonably necessary or advisable, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Insurer or expenses associated with this section the Sponsor to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the Owners, Insurer by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the affected Class or Classes of Class A Certificates then OutstandingOutstanding or, if there are no longer any affected Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1998-2)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b7.03(b)(iii)(G) clause C.28hereof.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer or the Owners as such rights are set forth in this Agreement; providedPROVIDED, howeverHOWEVER, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding with the consent of the Certificate Insurer (unless a Certificate Insurer Default under clause (a) of the definition thereof has occurred and is continuing) or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class X-IO and Class R Certificates; PROVIDED, FURTHER, HOWEVER, that if there is a dispute with respect to payments under the Certificate Insurance Policies the Trustee's first responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chec Asset Receivables Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
; (ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
; (iii) enforce any of the Home Equity Loans; or
or (iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28C.14.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Protection of Trust Estate. (a) The Grantor Trustee will hold the Trust Estate in trust for the benefit of the Owners Holders and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity LoansREMIC Certificates;
(iv) enforce each Swap Agreement; or
(ivv) preserve and defend title to the Trust Estate and the rights of the Grantor Trustee, and the ownership interests of the Owners Holders represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Grantor Trustee shall be reimbursed for send copies of any costs or expenses associated with this section request received from the Depositor to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Grantor Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and the rights of the Owners, by action, suit or proceeding at law or equityTrust as owner of the REMIC Certificates, and the obligations of the Swap Counterparty under each Swap Agreement. In addition, the Holders shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Holders as such rights are set forth in this Agreement; , provided, however, that nothing in this Section shall require any action by the Grantor Trustee unless the Grantor Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners Holders of a majority of the Voting Rights represented by the Floating Rate Certificates then Outstanding.
(c) The Grantor Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Grantor Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Grantor Trust Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners Holders and the Certificate Insurer, and with the consent of the Certificate Insurer, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners Holders represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Sponsor to take any action pursuant to this Section 7.03(b) clause C.28to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the OwnersCertificate Insurer, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which that may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementHolders; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class B Certificates.
(c) The Trustee shall execute any instrument reasonably required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Equivantage Acceptance Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.287.03(b)(iii)(20.).
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2004-D)
Protection of Trust Estate. (a) The Subject to Sections 10.01(e) and 10.01(g), the Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b7.03(b)(iv)(F) clause C.28hereof.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Certificate Insurer as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policy the Trustee's sole responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1996-4)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and and, upon request of the Certificate Insurer, or, with the consent of the Certificate Insurer, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositoras it deems reasonably necessary or advisable, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Sponsor to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the OwnersCertificate Insurer, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreementor the Certificate Insurer; provided, however, that nothing in this Section shall require any action by the Trustee not otherwise expressly required hereunder unless the Trustee shall first (i) have been furnished indemnity reasonably satisfactory to it and (ii) (A) have been requested by the Certificate Insurer to take such action or (B) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights represented Percentage Interests of the affected Class or Classes of Class A Certificates then Outstanding or, if there are no longer any affected Class A Certificates then Outstanding, by such majority of the Percentage Interests of the Class of Class RS Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Accredited Home Lenders Inc)
Protection of Trust Estate. (a) The Grantor Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity LoansClass A-2 Internal Certificate;
(iv) enforce the Swap Agreement; or
(ivv) preserve and defend title to the Trust Estate and the rights of the Grantor Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Grantor Trustee shall be reimbursed for send copies of any costs request received from the Depositor or expenses associated with this section the Certificate Insurer to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Grantor Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, the obligations of the ContiMortgage Home Equity Loan Trust 1998-2 under the Class A-2 Fixed Certificate, the obligations of the Swap Counterparty under the Swap Agreement and the obligations of the Certificate Insurer under the Certificate Insurance Policy; in addition, the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and equity shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer and/or the Owners as such rights are set forth in this Agreement; , provided, however, that nothing in this Section shall require any action by the Grantor Trustee unless the Grantor Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or Owners of a majority of the Voting Rights Percentage Interests represented by the Certificates then OutstandingOutstanding with the consent of the Certificate Insurer; provided, further, however, that if there is a dispute with respect to payments under a Certificate Insurance Policy, the Grantor Trustee's sole responsibility is to the Owners.
(c) The Grantor Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Grantor Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Grantor Trust Agreement (Contisecurities Asset Funding Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b7.03(b)(iv)(F) clause C.28hereof.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer or the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding with the consent of the Certificate Insurer (unless a Certificate Insurer Default under clause (a) of the definition thereof has occurred and is continuing) or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policies the Trustee's first responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (DLJ Mortgage Acceptance Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee and the Securities Administrator shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28C.20.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Home Equity Loan Trust 2007-Fre1)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and as their interests may appear, and, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositoras it deems reasonably necessary or advisable, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs or expenses associated with this section request received from the Sponsor to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, Agreement by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the affected Class or Classes of Offered Certificates then OutstandingOutstanding or, if there are no longer any affected Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1997-1)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Issuer will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, as may be necessary or advisable to:
(i) Grant more effectively hold in trust all or any portion of the Trust Estate;
(ii) maintain or preserve the lien of this Indenture or carry out more effectively the purposes hereof;
(iii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iiiiv) enforce any of the Home Equity LoansMortgage Documents; or
(ivv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented therebyNoteholders [and the Insurer], in such the Pledged Mortgages and the other property held as part of the Trust Estate against the claims of all Persons and parties. To The Issuer hereby designates the extent not covered by the indemnity Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section instrument required pursuant to this Section 7.03(b) clause C.28.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement3.05; provided, however, that nothing such designation shall not be deemed to create a duty in this Section shall require any action by the Trustee unless to monitor the compliance of the Issuer with the foregoing covenants; and provided further, however, that the duty of the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long 3.05 shall arise only if the Trustee has knowledge pursuant to Section 6.01(d) of the occurrence of a failure of the Issuer to comply with provisions of this Section 3.05.
(b) Except as such instrument does permitted by Section 8.08, the Trustee shall not conflict with this Agreement remove any portion of the Trust Estate that consists of money or with is evidenced by an instrument, certificate or other writing from the Trustee’s fiduciary dutiesjurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.06 (or from the jurisdiction in which it was held, or adversely affect its rightsto which it is intended to be removed, indemnities as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.12(c), if no Opinion of Counsel has yet been delivered pursuant to Section 3.06) or cause or permit ownership or the pledge of any portion of the Trust Estate that consists of book-entry securities to be recorded on the books of a Person located in a different jurisdiction from the jurisdiction in which such ownership or pledge was recorded at such time unless the Trustee [and immunities hereunderthe Insurer] shall have first received an Opinion of Counsel to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions.
Appears in 1 contract
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Issuer will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance assurance, and other instruments, and will take such other action upon such request from the Depositor, as may be necessary or advisable to:
(i) Grant more effectively hold in trust all or any portion of the Trust Estate;,
(ii) maintain or preserve the lien of this Indenture or carry out more effectively the purposes hereof,
(iii) perfect, publish notice of, or protect the validity of of, any grant Grant made or to be made by this Agreement;Indenture,
(iiiiv) enforce any of the Home Equity Loans; orAccount Documents,
(ivv) preserve and defend title to the Trust Estate and the rights of the Trustee, Indenture Trustee and of the Noteholders in the Account Documents and the ownership interests other property held as part of the Owners represented thereby, in such Trust Estate against the claims of all Persons persons and parties, or
(vi) pay all taxes or assessments levied or assessed upon the Trust Estate when due. To The Issuer hereby designates the extent not covered by the indemnity Indenture Trustee its agent and attorney-in-fact to file any financing statement or continuation statement and execute and/or file any other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section instrument required pursuant to this Section 7.03(b) clause C.28.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement3.05; provided, however, that nothing such designation shall not be deemed to create a duty in this Section shall require any action by the Indenture Trustee unless to monitor the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority compliance of the Voting Rights represented by Issuer with the Certificates then Outstanding.
(c) The foregoing covenants and provided, further, that the duty of the Indenture Trustee shall to execute any instrument required pursuant to this Section so long 3.05 shall arise only if the Indenture Trustee has knowledge of any failure of the Issuer to comply with provisions of this Section 3.05. The Issuer shall execute a power of attorney coupled with an interest which shall be irrevocable, and the Issuer hereby ratifies and confirms all that the Indenture Trustee may do by virtue thereof.
(b) Except as otherwise provided herein and in the Servicing Agreement, the Indenture Trustee shall not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Independent Counsel delivered pursuant to Section 3.06 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.12(l), if no Opinion of Independent Counsel has yet been delivered pursuant to Section 3.06) unless the Indenture Trustee shall have first received an Opinion of Independent Counsel to the effect that the lien and security interest created by this Indenture with respect to such instrument does not conflict with this Agreement property will continue to be maintained after giving effect to such action or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunderactions.
Appears in 1 contract
Samples: Indenture (Mid State Homes Trust Xi)
Protection of Trust Estate. (a) The Subject to Sections 10.01(e) and 10.01(g), the Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b7.03(b)(iv)(D) clause C.28hereof.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Certificate Insurer as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policy the Trustee's sole responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (DLJ Mortgage Acceptance Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28C.11.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-A)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Issuing Entity will from time to time execute prepare, execute, deliver and deliver file all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, necessary or advisable to:
(i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively hold in trust all or any portion of the Trust Estatepurposes hereof;
(ii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iii) enforce any of the Home Equity LoansCollateral; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, Indenture Trustee and the ownership interests of the Owners represented thereby, Noteholders in such Trust Estate against the claims of all Persons persons and parties. To The Issuing Entity hereby designates the extent not covered by Indenture Trustee, and hereby authorizes the indemnity Indenture Trustee as its agent and attorney-in-fact, to execute any financing statement, continuation statement or other security contemplated by 10.01(e) and 10.01(g), instrument delivered to the Indenture Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28this Section.
(b) The Issuing Entity hereby represents and warrants that, as to the Collateral pledged to the Indenture Trustee shall have for the power benefit of the Noteholders, on the Closing Date:
(i) the Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral that is in existence in favor of the Indenture Trustee, which security interest is prior to enforceall other liens, and shall enforce is enforceable as such as against creditors of and purchasers from the obligations Issuing Entity;
(ii) the Receivables constitute “tangible chattel paper” under the applicable UCC;
(iii) the Issuing Entity owns and rights has good and marketable title to such Collateral free and clear of any liens, claims or encumbrances of any Person, other than the interest Granted under this Indenture;
(iv) the Issuing Entity has acquired its ownership in such Collateral in good faith without notice of any adverse claim;
(v) the Trust Accounts are not in the name of any person other than the Indenture Trustee and the Issuing Entity has not consented to the bank maintaining the Trust Accounts to comply with the instructions of any person other than the Indenture Trustee;
(vi) the Issuing Entity has not assigned, pledged, sold, granted a security interest in or otherwise conveyed any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture;
(vii) the Issuing Entity has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdiction under the applicable law in order to perfect the security interest Granted hereunder in the Receivables;
(viii) other than its Granting hereunder, the Issuing Entity has not Granted such Collateral, the Issuing Entity has not authorized the filing of and is not aware of any financing statements against the Issuing Entity that include a description of such Collateral other than the financing statement in favor of the other parties to this AgreementIndenture Trustee, and the Issuing Entity is not aware of any judgment or tax lien filing against it; and
(ix) the Owners, by action, suit or proceeding at law or equity, and shall also have the power information relating to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are Collateral set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first Schedule of Receivables (iattached hereto as Exhibit A) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstandingis correct.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Class A-6 Certificate Insurer as their interests may appear, and, upon request of the Class A-6 Certificate Insurer, or with the Consent of the Class A-6 Certificate Insurer, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositoras it deems reasonably necessary or advisable, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Class A-6 Certificate Insurer or expenses associated with this section the Sponsor to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the Owners, Class A-6 Certificate Insurer by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the affected Class or Classes of Offered Certificates then OutstandingOutstanding or, if there are no longer any affected Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1997-2)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and Issuer will, at the request of the Depositorits expense, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, as may be necessary or advisable to:
(i) grant more effectively hold in trust all or any portion of the Trust Estate;
(ii) maintain or preserve the lien (and the priority thereof) of this Indenture or to carry out more effectively the purposes hereof;
(iii) perfect, publish notice of, or protect the validity of any grant made or to be Grant made by this Agreement;
(iii) enforce any of the Home Equity LoansIndenture; or
(iv) preserve and defend title to the Trust Estate and the rights therein of the Trustee, Indenture Trustee and the ownership interests Holders of the Owners represented thereby, in such Trust Estate Notes of any Class against the claims of all Persons persons and parties. To The Issuer hereby designates the extent not covered by the indemnity Indenture Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other security contemplated by 10.01(e) instrument required pursuant to this Section 9.04, and 10.01(g), the Trustee this power of attorney shall be reimbursed for any costs or expenses associated irrevocable and coupled with this section pursuant to Section 7.03(b) clause C.28.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreementan interest; provided, however, that nothing such designation shall not be deemed to create a duty in this Section shall require any action by the Indenture Trustee unless to monitor the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority compliance of the Voting Rights represented by Issuer with the Certificates then Outstanding.
(c) The foregoing covenants and provided further that the duty of the Indenture Trustee shall to execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or 9.04 shall arise only if an Indenture Trustee Officer has knowledge of any failure of the Issuer to comply with the Trustee’s fiduciary duties, provisions of this Section 9.04. The Issuer shall pay or adversely affect its rights, indemnities and immunities hereundercause to be paid any taxes levied on the account of the beneficial ownership by the Issuer or an Affiliate of the Issuer of the Daiwa FLOWS Certificates.
Appears in 1 contract
Samples: Trust Indenture and Security Agreement (Commercial Assets Inc)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and, upon request of the Certificate Insurer or the Depositor and at the request expense of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 12.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositorreasonable request, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or;
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To ; or
(v) perfect a security interest in the extent not covered Mortgage Loans, in the event that the conveyance by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28Depositor did not constitute a sale.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, Agreement by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such action and (ii) when required by this Agreement, have been requested to take such action by the Owners Certificate Insurer, or, with the consent of the Certificate Insurer by a majority of the Voting Rights Percentage Interests represented by any Class of Class A Certificates, or, if there are no longer any Class A Certificates then Outstanding, by such percentage of the Percentage Interests represented by any Class of Class B Certificates then Outstanding.
(c) The Trustee shall execute any instrument reasonably required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Home Equity Securitization Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Issuer will from time to ---------------------------- time prepare (or shall cause to be prepared), execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, necessary or advisable to:
(i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively hold in trust all or any portion of the Trust Estatepurposes hereof;
(ii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iii) enforce any of the Home Equity Mortgage Loans, the Pooled Certificates, the Swap Agreements or the other Collateral; or
(iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee, the Swap Counterparty, the Note Insurer and the ownership interests of the Owners represented thereby, Noteholders in such Trust Estate against the claims of all Persons persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Except as otherwise provided in the Sale and Servicing Agreement or this Indenture, the Indenture Trustee shall have the power to enforce, and shall enforce the obligations and rights not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other parties to this Agreement, and writing from the jurisdiction in which it was held at the date of the Ownersmost recent opinion of counsel delivered pursuant to Section 3.07 (or from the jurisdiction in which it was held as described in the opinion of counsel delivered at the Closing Date pursuant to Section 3.07(a), by action, suit or proceeding at law or equity, and shall also have the power if no opinion of counsel has yet been delivered pursuant to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee 3.07(b)) unless the Trustee shall have first (i) have been furnished indemnity satisfactory received an opinion of counsel to it the effect that the lien and (ii) when required security interest created by this Agreement, have been requested by Indenture with respect to such property will continue to be maintained after giving effect to such action or actions. The Issuer hereby designates the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Indenture Trustee shall its agent and attorney-in-fact to execute any financing statement, continuation statement or other instrument required to be executed pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder3.06.
Appears in 1 contract
Protection of Trust Estate. (a) The As and when requested by the Indenture Trustee will hold or the Trust Estate in trust for Insurer, the benefit of the Owners and at the request of the Depositor, Issuer will from time to time authorize, execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, necessary or advisable to:
(i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively hold in trust all or any portion of the Trust Estatepurposes hereof;
(ii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this Agreement;Indenture; or
(iii) cause the Trust Estate to enforce any of the Home Equity Loans; or;
(iv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee, the Insurer and the ownership interests of the Owners represented thereby, Noteholders in such Trust Estate against the claims of all Persons persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove any portion of the Trust Estate that consists of money, an instrument, tangible chattel paper, a negotiable document, a certificated security, or goods, or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture Trustee shall have first received an Opinion of Counsel to the power effect that the lien and security interest created by this Indenture with respect to enforce, and shall enforce the obligations and rights of the other parties such property will continue to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power be maintained after giving effect to enjoin, by such action or suit in equity, any acts or occurrences which may be unlawful or in violation of actions. The Issuer hereby designates the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Indenture Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory its agent and attorney-in-fact to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required to be executed pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder3.06.
Appears in 1 contract
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and and, upon request of the Certificate Insurer, or, with the consent of the Certificate Insurer, at the request and expense of the DepositorCompany, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorCompany or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, of or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Company to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the OwnersCertificate Insurer, by action, suit or proceeding at law or equity, equity and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the affected Class or Classes of Class A Certificates then OutstandingOutstanding or, if there are no longer any affecte Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Alliance Mortgage Co /De/)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28C.19.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-B)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners Holders and the Certificate Insurer, and with the consent of the Certificate Insurer, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners Holders represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Sponsor to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the OwnersCertificate Insurer, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which that may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementHolders; provided, however, ----------------- that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class B Certificates.
(c) The Trustee shall execute any instrument reasonably required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Equivantage Acceptance Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and and, upon request of the Certificate Insurer, or, with the consent of the Certificate Insurer, at the request and expense of the DepositorCompany, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorCompany or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, of or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Company to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the OwnersCertificate Insurer, by action, suit or proceeding at law or equity, equity and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; providedPROVIDED, howeverHOWEVER, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the affected Class or Classes of Class A Certificates then OutstandingOutstanding or, if there are no longer any affected Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Alliance Mortgage Loan Trust 1996-4)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28C.14.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chec Funding LLC Centex Home Equity Loan Trust 2002 D)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.2821.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-A)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28C.14.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Issuer will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, as may be necessary or advisable to:
(i) Grant more effectively hold in trust all or any portion of the Trust Estate;
(ii) maintain or preserve the lien of this Indenture or carry out more effectively the purposes hereof;
(iii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iiiiv) enforce enforcing the provisions of any of the Home Equity Loans, the Master Servicing Agreement, the Asset Sale Agreement, the Custodial Agreement, the Insurance Agreement or the Owner Trust Agreement; or
(ivv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee, and the ownership interests of the Owners represented thereby, Noteholders [and the Note Insurer,] in such the Home Loans and the other property held as part of the Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Indenture Trustee shall have the power to enforce, and shall enforce the obligations and rights not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other parties to this Agreement, and writing from the jurisdiction in which it was held at the date of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation most recent Opinion of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required Counsel delivered pursuant to this Section so long as such instrument does not conflict with this Agreement 3.05 (or with cause or permit ownership or the Trustee’s fiduciary dutiespledge of any portion of the Trust Estate that consists of book-entry securities to be recorded on the books of a Person located in a different jurisdiction from the jurisdiction in which it was held, or adversely affect its rightsto which it is intended to be removed, indemnities as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(c), if no Opinion of Counsel has yet been delivered pursuant to this Section 3.05) or cause or permit ownership or the pledge of any portion of the Trust Estate that consists of book- entry securities to be recorded on the books of a Person located in a different jurisdiction from the jurisdiction in which such ownership or pledge was recorded at such time unless the Indenture Trustee shall have first received an Opinion of Counsel addressed to the Indenture Trustee [and immunities hereunderthe Note Insurer] to the effect that the lien and security interest created by this Indenture with respect to such property will continue to be maintained after giving effect to such action or actions.
Appears in 1 contract
Samples: Indenture (Southpoint Residential Mortgage Securities Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners and the Certificate Insurer represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Depositor to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Certificate Insurer as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policies the Trustee's sole responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary dutiesduties hereunder, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Asset Backed Certificates Ser 1997-2)
Protection of Trust Estate. (a) The Subject to Sections 10.01(e) and 10.01(g), the Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b7.03(b)(iv)(F) clause C.28hereof.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Certificate Insurer as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policies the Trustee's first responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1997-1)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor or the Certificate Insurer, to:
: (i) more effectively hold in trust all or any portion of the Trust Estate;
; (ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
; (iii) enforce any of the Home Equity Mortgage Loans; or
or (iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners and the Certificate Insurer represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Depositor to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and at the written direction of the Master Servicer or the Certificate Insurer shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or in equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Certificate Insurer as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class X Certificates and the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policy the Trustee's sole responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary dutiesduties hereunder, or adversely affect its rights, indemnities rights and immunities hereunder. 42
(d) Subject to and conditioned upon payment of any interest or principal with respect to the Class A Certificates by or on behalf of the Certificate Insurer, the Trustee shall assign to the Certificate Insurer all rights to the payment of interest or principal on the Class A Certificates which are then due for payment to the extent of all payments made by the Certificate Insurer and the Certificate Insurer may exercise any option, vote, right, power or the like with respect to Class A Certificates to the extent it has made a payment pursuant to the Certificate Insurance Policy. The Trustee agrees that the Certificate Insurer shall be subrogated to all of the rights to payment of the Owners of the Class A Certificates or in relation thereto to the extent that any payment of principal or interest was made to such Owners with payments made under the Certificate Insurance Policy by the Certificate Insurer.
(e) The Trustee shall surrender the Certificate Insurance Policy to the Certificate Insurer for cancellation upon expiration of the term of the Certificate Insurance Policy.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28D.16.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Centex Funding LLC Centex Home Eq Ln Ast Bk Cert Ser 2003-A)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners and the Certificate Insurer represented thereby, in such Trust Estate against the contrary claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Depositor to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Certificate Insurer as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policy the Trustee's sole responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Armesco Residential Sec Corp Mort Loan Tr 1996-5)
Protection of Trust Estate. (a) The Subject to Sections 9.01(e) and 9.01(g), the Indenture Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Note Insurer and, upon request of the Note Insurer or, with the consent of the Note Insurer, at the request of the DepositorIssuer, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorIssuer (with the consent of the Note Insurer) or the Note Insurer, to:
(i) Grant more effectively hold in trust all or any portion of the Trust Estate;
(ii) maintain or preserve the lien of this Indenture or carry out more effectively the purposes hereof; 50
(iii) perfect, publish notice of, or protect the validity of any grant made or to be made by this AgreementIndenture;
(iiiiv) enforce any of the Home Equity Loans; or
(ivv) preserve and defend title to the Trust Estate and the rights of the Trustee, Indenture Trustee and the ownership interests of the Owners represented therebyOwners, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e9.01(e) and 10.01(g9.01(g), the Indenture Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b6.03(b)(iv)(D) clause C.28hereof.
(b) The Indenture Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this AgreementIndenture, and of the Note Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Note Insurer as such rights are set forth in this AgreementIndenture; provided, however, that nothing in this Section shall require any action by the Indenture Trustee unless the Indenture Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this AgreementIndenture, have been requested by the Note Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Certificates Notes then Outstanding with the consent of the Note Insurer or, if there are no longer any Notes then Outstanding, by such majority of the Percentage Interests represented by the Issuer's Certificates; provided, further, however, that if there is a dispute with respect to payments under the Note Insurance Policies the Indenture Trustee's first responsibility is to the Owners.
(c) The Indenture Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement Indenture or with the Indenture Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Indenture (Imc Securities Inc)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon written request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.287.03(b)(x).
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer or the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights represented by the Certificates then OutstandingOutstanding with the consent of the Certificate Insurer (unless a Certificate Insurer Default under clause (a) of the definition thereof has occurred and is continuing); provided, further, however, that if there is a dispute with respect to payments under a Certificate Insurance Policy the Trustee's first responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Asset Backed Certs Series 2001 A)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Class A-8 and Class A-9 Certificate Insurer as their interests may appear, and, upon request of the Class A-8 and Class A-9 Certificate Insurer, or with the Consent of the Class A-8 and Class A-9 Certificate Insurer, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositoras it deems reasonably necessary or advisable, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
or 66 78 (iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Class A-8 and Class A-9 Certificate Insurer or expenses associated with this section the Sponsor to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the Owners, Class A-8 and Class A-9 Certificate Insurer by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the affected Class or Classes of Offered Certificates then OutstandingOutstanding or, if there are no longer any affected Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Conduit Services Inc)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Issuer will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, necessary or advisable to:
(i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively hold in trust all or any portion of the Trust Estatepurposes hereof;
(ii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture including but not limited to the filing of one or more UCC-1 financing statements describing as collateral all assets and other property of the Issuer and naming the Issuer as debtor and the Indenture Trustee as secured party;
(iii) cause the Trust to enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, Indenture Trustee and the ownership interests of the Owners represented thereby, Noteholders in such Trust Estate against the claims of all Persons persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Except as otherwise provided in this Indenture, the Indenture Trustee shall not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the date of the most recent Opinion of Counsel delivered pursuant to Section 3.07 (or from the jurisdiction in which it was held as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of Counsel has yet been delivered pursuant to Section 3.07(b)) unless the Indenture Trustee shall have first received an Opinion of Counsel to the power effect that the Lien and security interest created by this Indenture with respect to enforce, and shall enforce the obligations and rights of the other parties such property will continue to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power be maintained after giving effect to enjoin, by such action or suit in equityactions. The Issuer hereby designates the Indenture Trustee its agent and attorney-in-fact to execute (if required) and cause the Servicer to file any financing statement, any acts continuation statement or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any other instrument required to be executed pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder3.06.
Appears in 1 contract
Samples: Indenture (Morgan Stanley ABS Capital I Inc. MSDWCC HELOC Trust 2005-1)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Issuer will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, as may be necessary or advisable to:
(i) Grant more effectively hold in trust all or any portion of the Trust Estate;
(ii) maintain or preserve the lien of this Indenture or carry out more effectively the purposes hereof;
(iii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iiiiv) enforce any of the Home Equity LoansMortgage Files; or
(ivv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented therebyBondholders, in such the Mortgage Loans and the other property held as part of the Trust Estate against the claims of all Persons and parties. To The Issuer hereby designates the extent not covered by the indemnity Trustee its agent and attorney-in-fact to execute any financing statement, continuation statement or other security contemplated by 10.01(e) and 10.01(g)instrument required pursuant to this Section 3.05; provided, however, that such designation shall not be deemed to create a duty in the Trustee to monitor the compliance of the Issuer with the foregoing covenants; and provided further, however, that the duty of the Trustee to execute any instrument required pursuant to this Section 3.05 shall be reimbursed for any costs or expenses associated with this section arise only if the Trustee has knowledge pursuant to Section 7.03(b6.01(d) clause C.28of the occurrence of a failure of the Issuer to comply with the provisions of this Section 3.05.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights not remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other parties to this Agreement, and writing from the jurisdiction in which it was held at the date of the Ownersmost recent Opinion of Counsel delivered pursuant to Section 3.06 (or from the jurisdiction in which it was held, by actionor to which it is intended to be removed, suit as described in the Opinion of Counsel delivered at the Closing Date pursuant to Section 2.11(c), if no Opinion of Counsel has yet been delivered pursuant to Section 3.06) or proceeding at law cause or equity, and shall also have permit ownership or the power to enjoin, by action or suit in equity, pledge of any acts or occurrences which may be unlawful or in violation portion of the rights Trust Estate that consists of book-entry securities to be recorded on the Owners as books of a Person located in a different jurisdiction from the jurisdiction in which such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee ownership or pledge was recorded at such time unless the Trustee shall have first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.received
Appears in 1 contract
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Depositor to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Certificate Insurer as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policy the Trustee's sole responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary dutiesduties hereunder, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Block Mortgage Finance Inc)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer as their interests may appear, and, upon request of the Certificate Insurer, or with the consent of the Certificate Insurer, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositoras it deems reasonably necessary or advisable, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Sponsor to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the Owners, Certificate Insurer by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section 6.3 shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the affected Class or Classes of Class A Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.Outstanding or,
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1999-3)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor or the Certificate Insurer, to:
(i) : more effectively hold in trust all or any portion of the Trust Estate;
(ii) ; perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) ; enforce any of the Home Equity Loans; or
(iv) or preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Depositor or expenses associated with this section the Certificate Insurer to take any action pursuant to this Section 7.03(b) clause C.28.
(b) 6.03 to the other parties hereto. The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this AgreementAgreement and the obligations of the Certificate Insurer under each Certificate Insurance Policy; in addition, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, equity and shall also have the power to enjoin, by action or suit in equity, any and acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer and/or the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or Owners of a majority of the Voting Rights Percentage Interests represented by the Offered Certificates then Outstanding.
(c) Outstanding with the consent of the Certificate Insurer or, if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under a Certificate Insurance Policy, the Trustee's sole responsibility is to the Owners. The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder. Performance of Obligations. --------------------------- The Trustee will not take any action that would release any Person from any of such Person's covenants or obligations under any instrument or document relating to the Certificates or which would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or document, except as expressly provided in this Agreement or such other instrument or document. The Trustee may contract with other Persons to assist it in performing its duties hereunder pursuant to Section 10.03(g).
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28C.24.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2005-A)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners Owners, and the Trustee and the Securities Administrator, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof 13.14 and all instruments of further assurance and other instruments. The Trustee, and or the Securities Administrator on behalf of the Trustee, will take such other action upon such request from and at the expense of the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans, Sale and Warranties Agreement or the Sale Agreements (other than expenses incurred in connection with the custody and delivery of the Mortgage Loan Documents which shall be borne by the Trustee); or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), The Securities Administrator on behalf of the Trustee shall be reimbursed for send copies of any costs or expenses associated with this section request to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Securities Administrator on behalf of the Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, the obligations of the Original Sellers under the Sale Agreements, the Depositor under Section 3.03(a) of this Agreement and of the Seller under the Sale and Warranties Agreement; in addition, the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section 6.03 shall require any action by the Trustee Securities Administrator unless the Trustee Securities Administrator shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights Percentage Interests represented by the Certificates then OutstandingOutstanding or, if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section 6.03 so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Master Servicing and Trust Agreement (Gs Mortgage Securities Corp Gsamp Trust 2004-Sea1)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, Issuing Entity will from time to time execute prepare, execute, deliver and deliver file all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, necessary or advisable to:
(i) maintain or preserve the lien and security interest (and the priority thereof) of this Indenture or carry out more effectively hold in trust all or any portion of the Trust Estatepurposes hereof;
(ii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iii) enforce any of the Home Equity LoansCollateral; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, Indenture Trustee and the ownership interests of the Owners represented thereby, Noteholders in such Trust Estate against the claims of all Persons persons and parties. To The Issuing Entity hereby designates the extent not covered by Indenture Trustee, and hereby authorizes the indemnity Indenture Trustee as its agent and attorney-in-fact, to execute any financing statement, continuation statement or other security contemplated by 10.01(e) and 10.01(g), instrument delivered to the Indenture Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28this Section.
(b) The Issuing Entity hereby represents and warrants that, as to the Collateral pledged to the Indenture Trustee shall have for the power benefit of the Noteholders, on the Closing Date:
(i) the Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral that is in existence in favor of the Indenture Trustee, which security interest is prior to enforceall other liens, and shall enforce is enforceable as such as against creditors of and purchasers from the obligations Issuing Entity;
(ii) the Receivables constitute “tangible chattel paper” or “electronic chattel paper” under the applicable UCC;
(iii) the Issuing Entity owns and rights has good and marketable title to such Collateral free and clear of any liens, claims or encumbrances of any Person, other than the interest Granted under this Indenture;
(iv) the Issuing Entity has acquired its ownership in such Collateral in good faith without notice of any adverse claim;
(v) the Trust Accounts are not in the name of any person other than the Indenture Trustee and the Issuing Entity has not consented to the bank maintaining the Trust Accounts to comply with the instructions of any person other than the Indenture Trustee;
(vi) the Issuing Entity has not assigned, pledged, sold, granted a security interest in or otherwise conveyed any interest in such Collateral (or, if any such interest has been assigned, pledged or otherwise encumbered, it has been released) other than interests Granted pursuant to this Indenture;
(vii) the Issuing Entity has caused or will have caused, within ten days after the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdiction under the applicable law in order to perfect the security interest Granted hereunder in the Receivables;
(viii) in the case of each Receivable constituting “electronic chattel paper” as defined under the applicable UCC, the Servicer, as custodian for the Issuing Entity, has “control” within the meaning of Section 9-105 of the applicable UCC of such Receivables.
(ix) in the case of the Receivables constituting “electronic chattel paper” as defined under the applicable UCC, the contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other parties to this Agreementthan the Issuing Entity.
(x) other than its Granting hereunder, the Issuing Entity has not Granted such Collateral, the Issuing Entity has not authorized the filing of and is not aware of any financing statements against the Issuing Entity that include a description of such Collateral other than the financing statement in favor of the Indenture Trustee, and the Issuing Entity is not aware of any judgment or tax lien filing against it; and
(xi) the Owners, by action, suit or proceeding at law or equity, and shall also have the power information relating to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are Collateral set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first Schedule of Receivables (iattached hereto as Exhibit A) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstandingis correct.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and and, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof 12.14 and all instruments of further assurance and other instruments, and will take such other action upon such request from and at the Depositorexpense of the Depositor or GMACM, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans, Sale and Warranties Agreement or the Sale Agreements (other than expenses incurred in connection with the custody and delivery of the Mortgage Loan Documents which shall be borne by the Trustee); or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs or expenses associated with this section request to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, the obligations of the Original Sellers under the Sale Agreements, the Depositor under Section 3.03(a) of this Agreement and of the Seller under the Sale and Warranties Agreement; in addition, the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section 6.03 shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights Percentage Interests represented by the Certificates then OutstandingOutstanding or, if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section 6.03 so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Trust and Servicing Agreement (Gs Mortgage Securities Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28E.24.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chec Funding LLC Centex Home Equity Loan Trust 2004-B)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28C.26.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2005-C)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and at the request of the Depositorwill, will from time to time time, execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all such financing statements, continuation statements, instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, as may be necessary or advisable to:
(i) Grant more effectively hold in trust all or any portion of the Trust EstateEstate as made by this Indenture;
(ii) maintain or preserve the lien of this Indenture or carry out more effectively the purposes hereof;
(iii) perfect, publish notice of, of or protect the validity of any grant Grant made or to be made by this AgreementIndenture;
(iiiiv) enforce any of the Home Equity Mortgage Loans, the Sale and Servicing Agreement, or the Loan Sale Agreement; or
(ivv) preserve and defend title to the Trust Estate and the rights of the Indenture Trustee, the Noteholders and the ownership interests Note Insurer in the Mortgage Loans and the other property held as part of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b) clause C.28.
(b) The Indenture Trustee shall not, and shall not permit the Collateral Agent to, remove any portion of the Trust Estate that consists of money or is evidenced by an instrument, certificate or other writing from the jurisdiction in which it was held at the Closing Date or cause or permit ownership or the pledge of any portion of the Trust Estate that consists of book-entry securities to be recorded on the books of a Person located in a different jurisdiction from the jurisdiction in which such ownership or pledge was recorded at such time unless the Indenture Trustee shall have first received an Opinion of Counsel to the power effect that the lien and security interest created by this Indenture with respect to enforce, and shall enforce the obligations and rights of the other parties such property will continue to this Agreement, and of the Owners, by action, suit or proceeding at law or equity, and shall also have the power be maintained after giving effect to enjoin, by such action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Owners of a majority of the Voting Rights represented by the Certificates then Outstandingactions.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Indenture (Prudential Securities Secured Financing Corp)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer, and with the consent of the Certificate Insurer, at the request and expense of the DepositorUnaffiliated Seller, will from time to time execute and deliver all such supplements and amendments hereto pursuant to and subject to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Unaffiliated Seller to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the OwnersCertificate Insurer, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the affected Class or Classes of Class A Certificates then OutstandingOutstanding or, if there are no longer any affected Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class B Certificates.
(c) The Trustee shall execute any instrument reasonably required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)
Protection of Trust Estate. (a) The Subject to Sections 10.01(e) and 10.01(g), the Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon the request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:Depositor (with the consent of the Certificate Insurer) or the Certificate Insurer.
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b7.03(b)(iv)(D) clause C.28hereof.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Certificate Insurer as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then Outstanding.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or Outstanding with the Trustee’s fiduciary dutiesconsent of the Certificate Insurer or, or adversely affect its rightsif there are no longer any Class A Certificates then outstanding, indemnities and immunities hereunder.by such majority
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1997-7)
Protection of Trust Estate. (a) The Subject to Sections 10.01(e) and 10.01(g), the Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon the request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b7.03(b)(iv)(D) clause C.28hereof.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners Certificate Insurer as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights Percentage Interests represented by the Class A Certificates then OutstandingOutstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates; provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policy the Trustee's first responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1998-3)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer and, upon request of the Certificate Insurer or, with the consent of the Certificate Insurer, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the DepositorDepositor (with the consent of the Certificate Insurer) or the Certificate Insurer, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the Trustee shall be reimbursed for any costs or expenses associated with this section pursuant to Section 7.03(b7.03(b)(iii)(G) clause C.28hereof.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of the Certificate Insurer or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Certificate Insurer or the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested by the Certificate Insurer or the Owners of a majority of the Voting Rights represented by the Certificates then OutstandingOutstanding with the consent of the Certificate Insurer (unless a Certificate Insurer Default under clause (a) of the definition thereof has occurred and is continuing); provided, further, however, that if there is a dispute with respect to payments under the Certificate Insurance Policies the Trustee's first responsibility is to the Owners.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Centex Home Equity Ln Asset Bk Cert Ser 1999-3)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Certificate Insurer as their interests may appear, and, upon request of the Certificate Insurer, or with the Consent of the Certificate Insurer, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositoras it deems reasonably necessary or advisable, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Certificate Insurer or expenses associated with this section the Sponsor to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the Owners, Certificate Insurer by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the affected Class or Classes of Class A Certificates then OutstandingOutstanding or, if there are no longer any affected Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1998-3)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and and, at the request of the Depositor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositor, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the contrary claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs or expenses associated with this section request received from the Depositor to take any action pursuant to this Section 7.03(b) clause C.286.03 to the other parties hereto.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, and of Agreement or the Owners, by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this Agreement; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of at least a majority of the Voting Rights Percentage Interests represented by the Offered Certificates then Outstanding related to either Mortgage Loan Group or, if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities rights and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Amresco Residential Secs Corp Mort Loan Trust 1998-3)
Protection of Trust Estate. (a) The Trustee will hold the Trust Estate in trust for the benefit of the Owners and the Class A-8 and Class A-9 Certificate Insurer as their interests may appear, and, upon request of the Class A-8 and Class A-9 Certificate Insurer, or with the Consent of the Class A-8 and Class A-9 Certificate Insurer, at the request and expense of the DepositorSponsor, will from time to time execute and deliver all such supplements and amendments hereto pursuant to Section 11.14 hereof and all instruments of further assurance and other instruments, and will take such other action upon such request from the Depositoras it deems reasonably necessary or advisable, to:
(i) more effectively hold in trust all or any portion of the Trust Estate;
(ii) perfect, publish notice of, or protect the validity of any grant made or to be made by this Agreement;
(iii) enforce any of the Home Equity Mortgage Loans; or
(iv) preserve and defend title to the Trust Estate and the rights of the Trustee, and the ownership interests of the Owners represented thereby, in such Trust Estate against the claims of all Persons and parties. To the extent not covered by the indemnity or other security contemplated by 10.01(e) and 10.01(g), the The Trustee shall be reimbursed for send copies of any costs request received from the Class A-8 and Class A-9 Certificate Insurer or expenses associated with this section the Sponsor to take any action pursuant to this Section 7.03(b) clause C.286.3 to the other party.
(b) The Trustee shall have the power to enforce, and shall enforce the obligations and rights of the other parties to this Agreement, Agreement and of the Owners, Class A-8 and Class A-9 Certificate Insurer by action, suit or proceeding at law or equity, and shall also have the power to enjoin, by action or suit in equity, any acts or occurrences which may be unlawful or in violation of the rights of the Owners as such rights are set forth in this AgreementOwners; provided, however, that nothing in this Section shall require any action by the Trustee unless the Trustee shall first (i) have been furnished indemnity satisfactory to it and (ii) when required by this Agreement, have been requested to take such action by the Owners of a majority of the Voting Rights Percentage Interests represented by the affected Class or Classes of Offered Certificates then OutstandingOutstanding or, if there are no longer any affected Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates.
(c) The Trustee shall execute any instrument required pursuant to this Section so long as such instrument does not conflict with this Agreement or with the Trustee’s 's fiduciary duties, or adversely affect its rights, indemnities and immunities hereunder.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1997-3)