Removal of Trustee for Cause. (i) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust representing at least 51% of the Voting Rights of the related Issue, Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing the direction referenced above will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination. (ii) If a Trustee other than Xxxxxx Mae is serving as the Trustee, the following events are “Trustee Events of Default”: A. with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 5% of the Voting Rights of the related Issue; B. with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 25% of the Voting Rights of the related Issue; C. the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 and fails to resign; D. the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (i) the governmental unit or regulatory entity that has primary supervisory authority for it or (ii) a court; E. a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
Appears in 5 contracts
Samples: Single Family Mega/Supers Master Trust Agreement, Single Family Mega/Supers Master Trust Agreement, Mega Master Trust Agreement
Removal of Trustee for Cause. (ia) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust representing at least 51% of the Voting Rights of the related IssueTrust (determined in accordance with Section 14.1), Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing representing at least 51% of the direction referenced above Voting Rights of the related Trust will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(iib) If a Trustee other than Xxxxxx Mae is serving as the Trustee, the following events are “Trustee Events of Default”:
A. (i) with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 fifteen days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 5% of the Voting Rights of the related Issuethat Trust;
B. (ii) with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 25% of the Voting Rights of the related Issuethat Trust;
C. (iii) the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 10.5 and fails to resign;
D. (iv) the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (iA) the governmental unit or regulatory entity that has primary supervisory authority for it or (iiB) a court; E. ;
(v) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
(vi) the Trustee consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding relating to the Trustee or to all or substantially all of its property; or
(vii) the Trustee admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its obligations. If at any time a Trustee Event of Default has occurred and is continuing, in addition to any rights of removal under Subsection 10.6(3), the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) may, and if directed by Holders representing at least 51% of the Voting Rights of the related Trust will, remove the Trustee as to one or more Trusts and appoint a successor Trustee by written instrument, one copy of which will be delivered to the Trustee so removed and one copy of which will be delivered to the successor Trustee, and the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) will give written notice of the successor Trustee to any Master Servicer, any Direct Servicer and Holders affected by the succession. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
Appears in 4 contracts
Samples: Second Amended and Restated 2016 Single Family Master Trust Agreement, Second Amended and Restated 2007 Single Family Master Trust Agreement, Master Trust Agreement
Removal of Trustee for Cause. (i) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default with respect to a Series has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust Class of that Series representing at least 51% of the Voting Rights of the related Issuesuch Class, Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust Series only will be terminated by notifying the Trustee in writing. The Holders providing the direction referenced above will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(ii) If a Trustee other than Xxxxxx Mae is serving as the Trustee, the following events are “Trustee Events of Default”:
A. with respect to a TrustSeries, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the applicable Paying Agent (or cause to be withdrawn and delivered to the applicable Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust affected Class representing at least 5% of the Voting Rights of the related Issuethat Class;
B. with respect to a TrustSeries, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust affected Class of that Series representing at least 25% of the Voting Rights of the related Issuethat Class;
C. the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 9.05 and fails to resign;
D. the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (i1) the governmental unit or regulatory entity that has primary supervisory authority for it or (ii2) a court; ;
E. a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
F. the Trustee consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding relating to the Trustee or to all or substantially all of its property; or
G. the Trustee admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations. If at any time a Trustee Event of Default has occurred and is continuing with respect to a Series, in addition to any rights of removal under Section 9.06(c), the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Issuer) may, and if directed by Holders of Certificates of any Class of that Series representing at least 51% of the Voting Rights of such Class, will, remove the Trustee as to such Trust and appoint a successor Trustee by written instrument, one copy of which will be delivered to the Trustee so removed and one copy of which will be delivered to the successor Trustee, and the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Issuer) will give written notice of the successor Trustee to the Holders affected by the succession. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
Appears in 4 contracts
Samples: Remic Master Trust Agreement, Remic Master Trust Agreement, Remic Master Trust Agreement
Removal of Trustee for Cause. (ia) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae Xxx is the Trustee, at the direction of Holders of Certificates of any related Trust representing at least 51% of the Voting Rights of the related IssueTrust (determined in accordance with Section 14.1), Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing representing at least 51% of the direction referenced above Voting Rights of the related Trust will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(iib) If a Trustee other than Xxxxxx Mae Xxx is serving as the Trustee, the following events are “Trustee Events of Default”:
A. (i) with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 fifteen days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 5% of the Voting Rights of the related Issuethat Trust;
B. (ii) with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 25% of the Voting Rights of the related Issuethat Trust;
C. (iii) the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 10.5 and fails to resign;
D. (iv) the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (iA) the governmental unit or regulatory entity that has primary supervisory authority for it or (iiB) a court; E. ;
(v) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
(vi) the Trustee consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding relating to the Trustee or to all or substantially all of its property; or
(vii) the Trustee admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors or voluntarily suspends payment of its obligations. If at any time a Trustee Event of Default has occurred and is continuing, in addition to any rights of removal under Subsection 10.6(3), the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) may, and if directed by Holders representing at least 51% of the Voting Rights of the related Trust will, remove the Trustee as to one or more Trusts and appoint a successor Trustee by written instrument, one copy of which will be delivered to the Trustee so removed and one copy of which will be delivered to the successor Trustee, and the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) will give written notice of the successor Trustee to any Master Servicer, any Direct Servicer and Holders affected by the succession. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
Appears in 3 contracts
Samples: Single Family Master Trust Agreement, Single Family Master Trust Agreement, 2016 Single Family Master Trust Agreement
Removal of Trustee for Cause.
(ia) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae Xxx is the Trustee, at the direction of Holders of Certificates of any related Trust representing at least 51% of the Voting Rights of the related IssueTrust (determined in accordance with Section 14.1), Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing representing at least 51% of the direction referenced above Voting Rights of the related Trust will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(iib) If a Trustee other than Xxxxxx Mae Xxx is serving as the Trustee, the following events are “Trustee Events of Default”:
A. (i) with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 fifteen days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 5% of the Voting Rights of the related Issuethat Trust;
B. (ii) with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 25% of the Voting Rights of the related Issuethat Trust;
C. (iii) the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 10.5 and fails to resign;
D. (iv) the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (iA) the governmental unit or regulatory entity that has primary supervisory authority for it or (iiB) a court; E. ;
(v) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
(vi) the Trustee consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding relating to the Trustee or to all or substantially all of its property; or
(vii) the Trustee admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations. If at any time a Trustee Event of Default has occurred and is continuing, in addition to any rights of removal under Subsection 10.6(3), the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) may, and if directed by Holders representing at least 51% of the Voting Rights of the related Trust will, remove the Trustee as to one or more Trusts and appoint a successor Trustee by written instrument, one copy of which will be delivered to the Trustee so removed and one copy of which will be delivered to the successor Trustee, and the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) will give written notice of the successor Trustee to any Master Servicer, any Primary Servicer and Holders affected by the succession. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
Appears in 3 contracts
Samples: Amended and Restated 2021 Multifamily Master Trust Agreement, Multifamily Master Trust Agreement, 2017 Multifamily Master Trust Agreement
Removal of Trustee for Cause. (i) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust Series representing at least 51% of the Voting Rights of the related Issuesuch Series, Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing the direction referenced above will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(ii) If a Trustee other than Xxxxxx Mae is serving as the Trustee, the following events are “Trustee Events of Default”:
A. with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust Series representing at least 5% of the Voting Rights of the related Issuethat Series;
B. with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust Series representing at least 25% of the Voting Rights of the related Issuethat Series;
C. the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 and fails to resign;
D. the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (i) the governmental unit or regulatory entity that has primary supervisory authority for it or (ii) a court; E. a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
Appears in 2 contracts
Samples: SMBS Master Trust Agreement, SMBS Master Trust Agreement
Removal of Trustee for Cause. (i) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that a Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust representing at least 51% of the Voting Rights of the related Issue, Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing the direction referenced above will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(ii) If a Trustee other than Xxxxxx Mae Xxx is serving as the Trustee, the following events are “Trustee Events of Default”:
A. with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 5% of the Voting Rights of the related Issue;
B. with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the I-Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) Xxxxxx Xxx or the Holders of Certificates of any related Trust representing at least 25% I-REMIC Interest Holder of the Voting Rights Residual Interest of the related Issue;I-REMIC
C. B. the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 9.05 and fails to resign;
D. C. the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (i1) the governmental unit or regulatory entity that has primary supervisory authority for it or (ii2) a court; E. ;
D. a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
X. the Trustee consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding relating to the Trustee or to all or substantially all of its property; or
F. the Trustee admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations. If at any time a Trustee Event of Default has occurred and is continuing with respect to a Trust, in addition to any rights of removal under Section 9.06(c), Xxxxxx Xxx may, and if directed by the I-REMIC Interest Holder of the Residual Interest of the related I-REMIC, will, remove the Trustee as to such Trust and appoint a successor Trustee by written instrument, one copy of which will be delivered to the Trustee so removed and one copy of which will be delivered to the successor Trustee, and Xxxxxx Xxx will give written notice of the successor Trustee to the I-REMIC Interest Holders affected by the succession. Notwithstanding the termination of the Trustee, its liability under the I-Trust Documents arising prior to such termination will survive such termination.
Appears in 1 contract
Samples: Master Trust Agreement
Removal of Trustee for Cause. (i) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trustcured, Xxxxxx Xxx cannot be removed as Trustee with respect to that TrustTrustee. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust Class representing at least 51% of the Voting Rights of the related Issuesuch Class, Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing the direction referenced above will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents Agreement arising prior to such termination will survive such termination.
(ii) If a Trustee other than Xxxxxx Mae is serving as the Trustee, the following events are “Trustee Events of Default”:
A. with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the applicable Paying Agent (or cause to be withdrawn and delivered to the applicable Paying Agent) any distribution required to be made under the terms of the Trust DocumentsAgreement, if such failure continues unremedied for a period of 15 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust affected Class representing at least 5% of the Voting Rights of the related Issuethat Class;
B. with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust DocumentsAgreement, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust affected Class representing at least 25% of the Voting Rights of the related Issuethat Class;
C. the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 7.05 and fails to resign;
D. the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (i1) the governmental unit or regulatory entity that has primary supervisory authority for it or (ii2) a court; ;
E. a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
F. the Trustee consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding relating to the Trustee or to all or substantially all of its property; or
G. the Trustee admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations. If at any time a Trustee Event of Default has occurred and is continuing, in addition to any rights of removal under Subsection 7.06(c), the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Issuer) may, and if directed by Holders of Certificates of any Class representing at least 51% of the Voting Rights of such Class, will, remove the Trustee and appoint a successor Trustee by written instrument, one copy of which will be delivered to the Trustee so removed and one copy of which will be delivered to the successor Trustee, and the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Issuer) will give written notice of the successor Trustee to the Holders affected by the succession. Notwithstanding the termination of the Trustee, its liability under the Trust Agreement arising prior to such termination will survive such termination.
Appears in 1 contract
Samples: Trust Agreement
Removal of Trustee for Cause.
(ia) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust representing at least 51% of the Voting Rights of the related IssueTrust (determined in accordance with Section 14.1), Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing representing at least 51% of the direction referenced above Voting Rights of the related Trust will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(iib) If a Trustee other than Xxxxxx Mae is serving as the Trustee, the following events are “Trustee Events of Default”:
A. (i) with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 fifteen days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 5% of the Voting Rights of the related Issuethat Trust;
B. (ii) with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 25% of the Voting Rights of the related Issue;that Trust;
C. (iii) the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 10.5 and fails to resign;
D. (iv) the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (iA) the governmental unit or regulatory entity that has primary supervisory authority for it or (iiB) a court; E. ;
(v) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
(vi) the Trustee consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding relating to the Trustee or to all or substantially all of its property; or
(vii) the Trustee admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations. If at any time a Trustee Event of Default has occurred and is continuing, in addition to any rights of removal under Subsection 10.6(3), the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) may, and if directed by Holders representing at least 51% of the Voting Rights of the related Trust will, remove the Trustee as to one or more Trusts and appoint a successor Trustee by written instrument, one copy of which will be delivered to the Trustee so removed and one copy of which will be delivered to the successor Trustee, and the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) will give written notice of the successor Trustee to any Master Servicer, any Primary Servicer and Holders affected by the succession. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
Appears in 1 contract
Removal of Trustee for Cause. (i) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust Class representing at least 51% of the Voting Rights of the related Issuesuch Class, Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing the direction referenced above will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(ii) If a Trustee other than Xxxxxx Mae is serving as the Trustee, the following events are “Trustee Events of Default”:
A. with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust Class representing at least 5% of the Voting Rights of the related Issuethat Class;
B. with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust Class representing at least 25% of the Voting Rights of the related Issuethat Class;
C. the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 and fails to resign;
D. the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (i) the governmental unit or regulatory entity that has primary supervisory authority for it or (ii) a court; E. a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
Appears in 1 contract
Samples: Master Trust Agreement
Removal of Trustee for Cause. (ia) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust representing at least 51% of the Voting Rights of the related IssueTrust (determined in accordance with Section 14.1), Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing representing at least 51% of the direction referenced above Voting Rights of the related Trust will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(iib) If a Trustee other than Xxxxxx Mae is serving as the Trustee, the following events are “Trustee Events of Default”:
A. (i) with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 fifteen days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 5% of the Voting Rights of the related Issuethat Trust;
B. (ii) with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 25% of the Voting Rights of the related Issuethat Trust;
C. (iii) the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 10.5 and fails to resign;
D. (iv) the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (iA) the governmental unit or regulatory entity that has primary supervisory authority for it or (iiB) a court; E. ;
(v) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
(vi) the Trustee consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding relating to the Trustee or to all or substantially all of its property; or
(vii) the Trustee admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations. If at any time a Trustee Event of Default has occurred and is continuing, in addition to any rights of removal under Subsection 10.6(3), the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) may, and if directed by Holders representing at least 51% of the Voting Rights of the related Trust will, remove the Trustee as to one or more Trusts and appoint a successor Trustee by written instrument, one copy of which will be delivered to the Trustee so removed and one copy of which will be delivered to the successor Trustee, and the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) will give written notice of the successor Trustee to any Master Servicer, any Primary Servicer and Holders affected by the succession. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
Appears in 1 contract
Removal of Trustee for Cause. (i) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that a Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust representing at least 51% of the Voting Rights of the related Issue, Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing the direction referenced above will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(ii) If a Trustee other than Xxxxxx Mae is serving as the Trustee, the following events are “Trustee Events of Default”:
A. with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 5% of the Voting Rights of the related Issue;
B. with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the I-Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) Xxxxxx Xxx or the Holders of Certificates of any related Trust representing at least 25% I-REMIC Interest Holder of the Voting Rights Residual Interest of the related Issue;I-REMIC
C. B. the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 9.05 and fails to resign;
D. C. the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (i1) the governmental unit or regulatory entity that has primary supervisory authority for it or (ii2) a court; E. ;
D. a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
E. the Trustee consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding relating to the Trustee or to all or substantially all of its property; or
F. the Trustee admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations. If at any time a Trustee Event of Default has occurred and is continuing with respect to a Trust, in addition to any rights of removal under Section 9.06(c), Xxxxxx Mae may, and if directed by the I-REMIC Interest Holder of the Residual Interest of the related I-REMIC, will, remove the Trustee as to such Trust and appoint a successor Trustee by written instrument, one copy of which will be delivered to the Trustee so removed and one copy of which will be delivered to the successor Trustee, and Xxxxxx Xxx will give written notice of the successor Trustee to the I-REMIC Interest Holders affected by the succession. Notwithstanding the termination of the Trustee, its liability under the I-Trust Documents arising prior to such termination will survive such termination.
Appears in 1 contract
Samples: Master Trust Agreement
Removal of Trustee for Cause. (i) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trustcured, Xxxxxx Xxx cannot be removed as Trustee with respect to that the Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust Class representing at least 51% of the Voting Rights of the related Issuesuch Class, Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing the direction referenced above will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(ii) If a Trustee other than Xxxxxx Mae is serving as the Trustee, the following events are “Trustee Events of Default”:
A. with respect to a Trust, (A) solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the applicable Paying Agent (or cause to be withdrawn and delivered to the applicable Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust affected Class representing at least 5% of the Voting Rights of the related Issuethat Class;
B. with respect to a Trust, (B) failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust affected Class of that Series representing at least 25% of the Voting Rights of the related Issuethat Class;
C. (C) the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 7.05 and fails to resign;
D. (D) the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (i1) the governmental unit or regulatory entity that has primary supervisory authority for it or (ii2) a court; E. ;
(E) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
(F) the Trustee consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding relating to the Trustee or to all or substantially all of its property; or
(G) the Trustee admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations. If at any time a Trustee Event of Default has occurred and is continuing, in addition to any rights of removal under Section 7.06(c), the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Issuer) may, and if directed by Holders of Certificates of any Class of Certificates representing at least 51% of the Voting Rights of such Class, will, remove the Trustee as to such Trust and appoint a successor Trustee by written instrument, one copy of which will be delivered to the Trustee so removed and one copy of which will be delivered to the successor Trustee, and the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Issuer) will give written notice of the successor Trustee to the Holders affected by the succession. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
Appears in 1 contract
Samples: Trust Agreement
Removal of Trustee for Cause. (i) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae Xxx is the Trustee, at the direction of Holders of Certificates of any related Trust Class representing at least 51% of the Voting Rights of the related Issuesuch Class, Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing the direction referenced above will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(ii) If a Trustee other than Xxxxxx Mae Xxx is serving as the Trustee, the following events are “Trustee Events of Default”:
A. with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust Class representing at least 5% of the Voting Rights of the related Issuethat Class;
B. with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust Class representing at least 25% of the Voting Rights of the related Issuethat Class;
C. the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 and fails to resign;
D. the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (i) the governmental unit or regulatory entity that has primary supervisory authority for it or (ii) a court; E. a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
Appears in 1 contract
Samples: Master Trust Agreement
Removal of Trustee for Cause. (i) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust Class representing at least 51% of the Voting Rights of the related Issuesuch Class, Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing the direction referenced above will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(ii) If a successor Trustee other than Xxxxxx Mae is serving as the Trustee, the following events are “Trustee Events of Default”:
A. with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the applicable Paying Agent (or cause to be withdrawn and delivered to the applicable Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust Class representing at least 5% of the Voting Rights of the related Issuethat Class;
B. with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust Class representing at least 25% of the Voting Rights of the related Issuethat Class;
C. the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 and fails to resign;
D. the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or and regulation to remain as Trustee by either (i) the governmental unit or regulatory entity that has primary supervisory authority for it or (ii) a court; court of competent jurisdiction;
E. a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
F. the Trustee consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding relating to the Trustee or to all or substantially all of its property; or
G. the Trustee admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations. If at any time a Trustee Event of Default has occurred and is continuing with respect to a Trust, in addition to any rights of removal under Section 8.06(c), the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Issuer) may, and if directed by Holders of Certificates of any related Class representing at least 51% of the Voting Rights of such Class, will, remove the Trustee as to such Trust and appoint a successor Trustee by written instrument, one copy of which will be delivered to the Trustee so removed and one copy of which will be delivered to the successor Trustee, and the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Issuer) will give written notice of the successor Trustee to the Holders affected by the succession. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
Appears in 1 contract
Samples: Master Trust Agreement
Removal of Trustee for Cause.
(ia) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust representing at least 51% of the Voting Rights of the related IssueTrust (determined in accordance with Section 14.1), Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing representing at least 51% of the direction referenced above Voting Rights of the related Trust will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(iib) If a Trustee other than Xxxxxx Mae is serving as the Trustee, the following events are “Trustee Events of Default”:
A. (i) with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 fifteen days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 5% of the Voting Rights of the related Issuethat Trust;
B. (ii) with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 25% of the Voting Rights of the related Issuethat Trust;
C. (iii) the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 10.5 and fails to resign;
D. (iv) the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (iA) the governmental unit or regulatory entity that has primary supervisory authority for it or (iiB) a court; E. ;
(v) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
(vi) the Trustee consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceeding relating to the Trustee or to all or substantially all of its property; or
(vii) the Trustee admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations. If at any time a Trustee Event of Default has occurred and is continuing, in addition to any rights of removal under Subsection 10.6(3), the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) may, and if directed by Holders representing at least 51% of the Voting Rights of the related Trust will, remove the Trustee as to one or more Trusts and appoint a successor Trustee by written instrument, one copy of which will be delivered to the Trustee so removed and one copy of which will be delivered to the successor Trustee, and the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) will give written notice of the successor Trustee to any Master Servicer, any Primary Servicer and Holders affected by the succession. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
Appears in 1 contract
Removal of Trustee for Cause.
(ia) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae is the Trustee, at the direction of Holders of Certificates of any related Trust representing at least 51% of the Voting Rights of the related IssueTrust (determined in accordance with Section 14.1), Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing representing at least 51% of the direction referenced above Voting Rights of the related Trust will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(iib) If a Trustee other than Xxxxxx Mae is serving as the Trustee, the following events are “Trustee Events of Default”:
A. (i) with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 fifteen days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 5% of the Voting Rights of the related Issuethat Trust;
B. (ii) with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 25% of the Voting Rights of the related Issuethat Trust;
C. (iii) the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 10.5 and fails to resign;
D. (iv) the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (iA) the governmental unit or regulatory entity that has primary supervisory authority for it or (iiB) a court; E. ;
(v) a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
(vi) the Trustee consents to the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceeding relating to the Trustee or to all or substantially all of its property; or
(vii) the Trustee admits in writing its inability to pay its debts generally as they become due, files a petition to invoke any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations. If at any time a Trustee Event of Default has occurred and is continuing, in addition to any rights of removal under Subsection 10.6(3), the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) may, and if directed by Holders representing at least 51% of the Voting Rights of the related Trust will, remove the Trustee as to one or more Trusts and appoint a successor Trustee by written instrument, one copy of which will be delivered to the Trustee so removed and one copy of which will be delivered to the successor Trustee, and the Guarantor (or if a Guarantor Event of Default has occurred and is continuing, the Master Servicer) will give written notice of the successor Trustee to any Master Servicer, any Primary Servicer and Holders affected by the succession. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
Appears in 1 contract
Removal of Trustee for Cause. (i) Prior to a Guarantor Event of Default or if a Guarantor Event of Default has occurred and has been cured with respect to a Trust, Xxxxxx Xxx cannot be removed as Trustee with respect to that Trust. If a Guarantor Event of Default has occurred and is continuing while Xxxxxx Mae Xxx is the Trustee, at the direction of Holders of Certificates of any related Trust representing at least 51% of the Voting Rights of the related Issue, Xxxxxx Xxx will resign or be removed as the Trustee, and, to the extent permitted by law, all of the rights and obligations of the Trustee with respect to the related Trust only will be terminated by notifying the Trustee in writing. The Holders providing the direction referenced above will then be authorized to name and appoint one or more successor Trustees. Notwithstanding the termination of the Trustee, its liability under the Trust Documents arising prior to such termination will survive such termination.
(ii) If a Trustee other than Xxxxxx Mae Xxx is serving as the Trustee, the following events are “Trustee Events of Default”:
A. with respect to a Trust, solely to the extent the applicable funds actually are received by the Trustee, any failure by the Trustee to withdraw and deliver to the Paying Agent (or cause to be withdrawn and delivered to the Paying Agent) any distribution required to be made under the terms of the Trust Documents, if such failure continues unremedied for a period of 15 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 5% of the Voting Rights of the related Issue;
B. with respect to a Trust, failure on the part of the Trustee duly to observe or perform any other material covenant or agreement on the part of the Trustee set forth in the Trust Documents, if such failure continues unremedied for a period of 60 days after the date on which written notice of such failure and a demand to remedy that failure is given to the Trustee by either the Guarantor (except when a Guarantor Event of Default has occurred and is continuing) or the Holders of Certificates of any related Trust representing at least 25% of the Voting Rights of the related Issue;
C. the Trustee ceases to be eligible in accordance with the provisions of Section 8.05 and fails to resign;
D. the Trustee becomes substantially incapable of acting, or has been determined to be unable under applicable law or regulation to remain as Trustee by either (i) the governmental unit or regulatory entity that has primary supervisory authority for it or (ii) a court; E. a decree or order of a court or agency or supervisory authority having jurisdiction in the premises for the appointment of a conservator, receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs, entered against the Trustee and such decree or order remains in force undischarged or unstayed for a period of 60 days;
Appears in 1 contract
