Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (IndyMac Residential Mortgage-Backed Trust, Series 2006-L4), Pooling and Servicing Agreement (IndyMac Residential Mortgage-Backed Trust, Series 2006-L3), Pooling and Servicing Agreement (IndyMac Residential Mortgage-Backed Trust, Series 2006-L2)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee; provided, however, that any such successor Trustee shall be subject to the prior written approval of the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Depositor, the Servicer or the Servicer Certificate Insurer may remove the Trustee but only upon consent of Trustee. If the Depositor, the Servicer or the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject Holders of such removal shall deliver a copy Certificates evidencing Percentage Interests aggregating over 50% of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any all Class A Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer Depositor and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Home Loan Mortgage Loan Trust 2005-1), Pooling and Servicing Agreement (Structured Asset Securities Corp), Pooling and Servicing Agreement (Lehman Abs Corp)
Resignation or Removal of Trustee. The (a) Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days’ prior written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. ; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under this Agreement and the Related Agreements until such successor has in fact assumed such appointment.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.9 and shall fail to resign after written request therefor by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver receiver, conservator or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes the Trustee is removed under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to removed, the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer Holders at their respective addresses of record and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders Rating Agencies.
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.10 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 9.11.
(d) The respective obligations of Seller and Servicer described in this Agreement shall survive the removal or resignation of Trustee as provided in Section 8.08this Agreement.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Usaa Acceptance LLC), Pooling and Servicing Agreement (Citizens Auto Receivables, LLC), Pooling and Servicing Agreement (Usaa Acceptance LLC)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorSeller, the Servicer, the Certificate Insurer Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Seller shall promptly appoint a successor Trustee (approved in writing by the Servicer, so long as such approval shall not unreasonably be withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee and the Successor Trustee; provided, the Certificate Insurer and one copy however, that any such successor Trustee shall be subject to the successor Trusteeprior written approval of the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor Seller or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Seller or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Seller or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Seller shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject Holders of such removal shall deliver a copy Certificates evidencing Voting Rights aggregating over 50% of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) all Voting Rights may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer Seller and the Trustee but only upon consent of Trustee; and the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor Seller shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the ServicerSection 9.07. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Delta Funding Corp /De/), Pooling and Servicing Agreement (Delta Funding Corp /De/), Pooling and Servicing Agreement (Delta Funding Corp /De/)
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving 60 days prior written notice thereof to the DepositorIssuer, the Servicer, the Certificate Insurer Noteholders and each Rating Agency. Upon receiving such notice of resignation, the Depositor Issuer shall promptly arrange to appoint a successor trustee meeting the requirements of Section 13.6 and the Servicer shall notify the Trustee and each Rating Agency of such appointment by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, a successor Trustee shall be appointed by Majority Facility Investors. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trustee. If no successor Trustee shall have been so appointed by the Issuer or the Noteholders and shall have accepted appointment in the manner hereinafter provided, any Noteholder, on behalf of itself and all others similarly situated, or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 13.6 and shall fail to resign after written request therefor by the Depositor Issuer or the Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Issuer, the Servicer or the Servicer Majority Facility Investors may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders .
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at At any time the Majority Facility Investors may remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to promptly appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a by written instrument, one copy of such which instrument shall be delivered to the Certificateholders Trustee so removed and one copy to the Servicer. successor Trustee.
(d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 13.7 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.0813.8.
Appears in 4 contracts
Samples: Amended and Restated Indenture and Servicing Agreement (Travel & Leisure Co.), Amended and Restated Indenture and Servicing Agreement (Wyndham Destinations, Inc.), Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving 60 days prior written notice thereof to the DepositorIssuer, the Master Servicer, the Certificate Insurer Noteholders and each Rating Agency. Upon receiving such notice of resignation, the Depositor Issuer shall promptly arrange to appoint a successor trustee meeting the requirements of Section 11.6 and the Master Servicer shall notify the Trustee and each Rating Agency of such appointment by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, a successor Trustee shall be appointed by Majority Holders. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trustee. If no successor Trustee shall have been so appointed by the Issuer or the Noteholders and shall have accepted appointment in the manner hereinafter provided, any Noteholder, on behalf of itself and all others similarly situated, or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 11.6 and shall fail to resign after written request therefor by the Depositor Issuer or the Master Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Issuer, the Master Servicer or the Servicer Majority Holders may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders .
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at At any time the Majority Holders may remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to promptly appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a by written instrument, one copy of such which instrument shall be delivered to the Certificateholders Trustee so removed and one copy to the Servicer. successor Trustee.
(d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 11.7 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.0811.8.
Appears in 3 contracts
Samples: Master Indenture and Servicing Agreement (Cendant Corp), Master Indenture and Servicing Agreement (Wyndham Worldwide Corp), Master Indenture and Servicing Agreement (Cendant Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee acceptable to the Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.9 and shall fail to resign after written request therefor by the Depositor Servicer with the written consent of the Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, then the Depositor or Servicer may, with the Servicer may remove the Trustee but only upon written consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingInsurer, remove the Trustee. If the Depositor or the Servicer removes it shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The If the Trustee that is acting as Custodian, any resignation or removal of the subject Trustee will result in the automatic termination of the Trustee's duties as Custodian effective concurrently with such removal shall deliver a copy of resignation or removal. Upon such instrument to the Certificateholderstermination or removal, the Certificate Insurer and Trustee shall, upon the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving request of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, deliver the Depositor, Contract Documents to the Certificate Insurer and the Trustee but only upon consent facilities of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the ServicerTrustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.10 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.089.11.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Onyx Acceptance Financial Corp), Pooling and Servicing Agreement (Onyx Acceptance Grantor Trust 1997-3), Pooling and Servicing Agreement (Onyx Acceptance Grantor Trust 1997-4)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Seller, the Servicer, the Certificate Insurer Master Servicer, the Securities Administrator and each the Rating AgencyAgencies. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor hereof or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Seller shall promptly appoint a successor Trustee Trustee, with the consent of the Depositor, which consent shall not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trusteetrustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the DepositorMaster Servicer, the Certificate Insurer Securities Administrator, the Depositor and the Trustee but only upon Trustee; the Seller, with the consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor Depositor, which consent shall not be unreasonably withheld, shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.088.08 hereof.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Greenwich Capital Acc Inc Provident Fund Mort Loan Tr 2004 1), Pooling and Servicing Agreement (Greenwich Capital Acceptance Inc), Pooling and Servicing Agreement (Provident Funding Mortgage Loan Trust 2005-1)
Resignation or Removal of Trustee. The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorEmployer, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument resignation shall be delivered effective 60 days after delivery to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor TrusteeEmployer. The Trustee that is may be removed by the subject of such Employer by written notice to the Trustee, which removal shall deliver a copy of such instrument be effective 60 days after delivery to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any Upon resignation or removal of the Trustee, the Employer may appoint a successor trustee. Any such successor trustee will, upon written acceptance of his appointment, become vested with the estate, rights, powers, discretion, duties and obligations of the Trustee hereunder as if he had been originally named as Trustee in this Agreement. Upon resignation or removal of the Trustee, the Employer will no longer participate in this prototype plan and will be deemed to have adopted an individually designed plan. In such event, the Employer shall appoint a successor trustee within said 60-day period and the Trustee will transfer the assets of the Trust to the successor trustee upon receipt of sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of counsel satisfactory to the Trustee) that such trust will be a qualified trust under the Code. The appointment of a successor trustee shall be accomplished by delivery to the Trustee pursuant to any of written notice that the provisions of this Section 8.07 shall not become effective until Employer has appointed such successor trustee, and written acceptance of such appointment by the successor trustee. The Trustee may, upon transfer and delivery of the Trust Fund to a successor trustee, reserve such reasonable amount as provided in Section 8.08it shall deem necessary to provide for its fees, compensation, costs and expenses, or for the payment of any other liabilities chargeable against the Trust Fund for which it may be liable. The Trustee shall not be liable for the acts or omissions of any successor trustee.
Appears in 3 contracts
Samples: Profit Sharing/401(k) Plan (Lawter International Inc), Adoption Agreement Non Standardized Profit Sharing Plan (Extended Systems Inc), Profit Sharing/401(k) Plan (Jaymark Inc)
Resignation or Removal of Trustee. The (a) Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee Trustee, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. ; provided, however, that such right to appoint or to petition for the appointment of any such successor Trustee shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under this Agreement and the Related Agreements until such successor Trustee has in fact assumed such appointment.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.9 and shall fail to resign after written request therefor by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver receiver, conservator or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes the Trustee is removed under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to removed, the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer Holders at their respective addresses of record and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders Rating Agencies.
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.10 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 9.11.
(d) The respective obligations of Seller and Servicer described in this Agreement shall survive the removal or resignation of Trustee as provided in Section 8.08this Agreement.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Bas Securitization LLC), Pooling and Servicing Agreement (Lehman Brothers Asset Securitization LLC), Pooling and Servicing Agreement (Bas Securitization LLC)
Resignation or Removal of Trustee. The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorEmployer, which resignation shall be effective 60 days after delivery to the Servicer, Employer. The Trustee may be removed by the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee Employer by written instrumentnotice to the Trustee, in duplicate, one copy of which instrument removal shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 effective 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease delivery to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall such shorter period as may be appointed, or any public officer shall take charge or control of mutually agreed upon by the Trustee or of its property or affairs for Employer and the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is Except in the subject case of such removal shall deliver a copy of such instrument to the CertificateholdersPlan termination, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee, the Employer shall appoint a successor trustee. Any such successor trustee shall, upon written acceptance of his appointment, become vested with the estate, rights, powers, discretion, duties and obligations of the Trustee hereunder as if he had been originally named as Trustee in this Agreement. Upon resignation or removal of the Trustee, the Employer shall no longer participate in this volume submitter plan and shall be deemed to have adopted an individually designed plan. In such event, the Employer shall appoint a successor trustee within said 60-day period and the Trustee shall transfer the assets of the Trust to the successor trustee upon receipt of sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of counsel satisfactory to the Trustee) that such trust shall be a qualified trust under the Code. The appointment of a successor trustee shall be accomplished by delivery to the Trustee pursuant to any of written notice that the provisions of this Section 8.07 shall not become effective until Employer has appointed such successor trustee, and written acceptance of such appointment by the successor trustee. The Trustee may, upon transfer and delivery of the Trust Fund to a successor trustee, reserve such reasonable amount as provided in Section 8.08it shall deem necessary to provide for its fees, compensation, costs and expenses, or for the payment of any other liabilities chargeable against the Trust Fund for which it may be liable. The Trustee shall not be liable for the acts or omissions of any successor trustee.
Appears in 3 contracts
Samples: Defined Contribution Plan (Profit Sharing/401(k) Plan) (Alcoa Inc.), Defined Contribution Plan (Profit Sharing/401(k) Plan) (Alcoa Inc.), Defined Contribution Plan (Profit Sharing/401(k) Plan) (Alcoa Inc.)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate NIMS Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee reasonably acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its their property shall be appointed, or any public officer shall take charge or control of the Trustee or of its their property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer NIMS Insurer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer NIMS Insurer removes the Trustee under the authority of the immediately preceding sentence, the Depositor or the NIMS Insurer, as the case may be, shall promptly appoint a successor Trustee (reasonably acceptable to the NIMS Insurer if appointed by the Depositor) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The In addition, if (a) the Trustee that is fails to comply with its obligations to deliver any Assessment of Compliance or Attestation Reports required pursuant to Section 3.20 or (b) any Servicing Function Participant engaged by the subject Trustee fails to comply with its obligations to deliver any Assessment of such removal shall deliver a copy of such instrument to the CertificateholdersCompliance or Attestation Reports, the Certificate Insurer Depositor may remove the Trustee and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trusteetrustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. The Majority Certificateholders (excluding any Certificates held by or the Seller, the Servicer or any Affiliate thereof) NIMS Insurer may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate NIMS Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor shall thereupon use its best efforts to appoint a successor Trustee reasonably acceptable to the NIMS Insurer in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (ABFC 2006-Opt2 Trust), Pooling and Servicing Agreement (ABFC 2006-Opt3 Trust), Pooling and Servicing Agreement (ABFC 2006-Opt1 Trust)
Resignation or Removal of Trustee. The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorEmployer, which resignation shall be effective 60 days after delivery to the Servicer, Employer. The Trustee may be removed by the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee Employer by written instrumentnotice to the Trustee, in duplicate, one copy of which instrument removal shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 effective 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease delivery to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall such shorter period as may be appointed, or any public officer shall take charge or control of mutually agreed upon by the Trustee or of its property or affairs for Employer and the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is Except in the subject case of such removal shall deliver a copy of such instrument to the CertificateholdersPlan termination, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee, the Employer shall appoint a successor trustee. Any such successor trustee shall, upon written acceptance of his appointment, become vested with the estate, rights, powers, discretion, duties and obligations of the Trustee hereunder as if he had been originally named as Trustee in this Agreement. Upon resignation or removal of the Trustee, the Employer shall no longer participate in this prototype plan and shall be deemed to have adopted an individually designed plan. In such event, the Employer shall appoint a successor trustee within said 60-day period and the Trustee shall transfer the assets of the Trust to the successor trustee upon receipt of sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of counsel satisfactory to the Trustee) that such trust shall be a qualified trust under the Code. The appointment of a successor trustee shall be accomplished by delivery to the Trustee pursuant to any of written notice that the provisions of this Section 8.07 shall not become effective until Employer has appointed such successor trustee, and written acceptance of such appointment by the successor trustee. The Trustee may, upon transfer and delivery of the Trust Fund to a successor trustee, reserve such reasonable amount as provided in Section 8.08it shall deem necessary to provide for its fees, compensation, costs and expenses, or for the payment of any other liabilities chargeable against the Trust Fund for which it may be liable. The Trustee shall not be liable for the acts or omissions of any successor trustee.
Appears in 3 contracts
Samples: Corporate Plan Document (Axsys Technologies Inc), Retirement Plan Document (Brillian Corp), Retirement Plan Adoption Agreement (Hudson City Bancorp Inc)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer with a copy to the Trust Depositor, the ServicerSeller, and the Certificate Insurer and each Rating AgencyCertificateholders. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning TrusteeTrust Depositor, the Certificate Insurer Seller, and the Certificateholders and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having shall have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 11.07 and shall fail to resign after written request therefor by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes shall have removed the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, instrument one copy of which instrument shall be delivered to the Trustee so removed removed, the Trust Depositor and the Seller and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicertrustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 11.08 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.0811.09. Any resigning or removed Trustee shall be entitled to payment of all Trustee's Fees earned and reimbursement for all expenses incurred by it up to the date of resignation. All indemnification obligations of the Servicer and the Seller shall survive such resignation or removal.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Eaglemark Inc), Pooling and Servicing Agreement (Eaglemark Inc), Pooling and Servicing Agreement (Harley Davidson Customer Funding Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorSeller, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer and the Servicer, so long as such approval shall not unreasonably be withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy the Successor Trustee; PROVIDED, HOWEVER, that any such successor Trustee shall be subject to the successor Trusteeprior written approval of the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor Seller or the Certificate Insurer or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Seller, the Certificate Insurer or the Servicer may remove the Trustee but only upon consent of Trustee. If the Seller, the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the Trustee so removed removed, the Certificate Insurer and one copy to the successor Trustee. The Trustee that is Holders of Certificates evidencing Voting Rights aggregating over 50% of all Voting Rights may, with the subject prior written consent of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignationInsurer, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer Seller and the Trustee but only upon consent of Trustee; and the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor Seller shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the ServicerSection 9.07. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the Trustee may not be removed by the Seller or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Delta Funding Corp /De/), Pooling and Servicing Agreement (Delta Funding Corp /De/)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Master Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Master Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Master Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Indymac Residential Mortgage-Backed Trust, Series 2005-L3), Pooling and Servicing Agreement (Indymac Residential Mortgage-Backed Trust, Series 2005-L2)
Resignation or Removal of Trustee. The (a) Trustee may at any time (a) resign and be discharged from the trusts hereby created its obligations hereunder by giving 30 days' prior written notice thereof to the DepositorTransferor, the Servicer, the Certificate Insurer Rating Agencies, the Investor Certificateholders and each the Required Persons or (b) be removed and discharged from its obligations hereunder by the Required Persons giving 10 days' prior written notice thereof to Transferor, Servicer, the Rating AgencyAgencies, the Investor Certificateholders and the Trustee. Upon receiving such the notice of resignationresignation or removal, the Depositor Transferor shall promptly appoint appoint, subject to satisfaction of the Modification Condition, a successor Trustee who meets the eligibility requirements set forth in Section 11.6 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having shall have accepted appointment within 30 days after the giving of such the notice of resignationresignation or within 10 days after the giving of the notice of removal, the resigning Trustee or removed Trustee, upon notice to each Required Person, may petition any court of competent jurisdiction for the appointment of to appoint a successor Trustee. .
(a) If at any time the Trustee shall cease to be eligible to be Trustee hereunder in accordance with the provisions of Section 8.06 11.6 hereof and shall fail to resign promptly after its receipt of a written request therefor by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or if a receiver of the for Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove Trustee and, subject to the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred Required Persons (which consent shall not be unreasonably withheld or delayed) and is continuing. If the Depositor or the Servicer removes the Trustee under the authority satisfaction of the immediately preceding sentenceModification Condition, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders .
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofb) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 section shall not become effective until (i) acceptance of appointment by the successor Trustee as provided in Section 8.0811.8 hereof, and (ii) such successor Trustee shall have agreed in writing to be bound by any Intercreditor Agreements then in effect. Any resignation or removal of Trustee, when effective, shall terminate the Trustee in all capacities under the Transaction Documents.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (International Comfort Products Corp), Pooling and Servicing Agreement (International Comfort Products Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the ServicerServicer [, the Certificate Insurer Insurer] and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee; provided, however, that any such successor Trustee shall be subject to the prior written approval of the Servicer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. As a condition precedent to the effectiveness of any such resignation, the Trustee shall provide to the Depositor, at least 15 calendar days prior to the effective date of such resignation, written notice, in form and substance reasonably satisfactory to the Depositor, containing all information reasonably requested by the Depositor in order for the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor [with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or the Certificate Insurer], or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor [or the Servicer Certificate Insurer] may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor [or the Servicer Certificate Insurer] removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee [(approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld)] by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08. [Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the Trustee may not be removed by the Depositor or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.]
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (HSBC Home Equity Loan Corp I), Pooling and Servicing Agreement (HSBC Home Equity Loan Corp I)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer Seller and each Rating AgencyCertificateholder. Upon receiving such notice of resignation, with the Depositor prior written consent of the Rating Agency and the Majority Certificateholders the Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 10.7 and shall fail to resign after written request therefor by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument , and pay all fees owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 10.8 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.0810.9 and payment of all fees and expenses owed to the outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trustee to the Rating Agency then rating the Certificates.
Appears in 2 contracts
Samples: Servicing Agreement (Asta Funding Inc), Pooling and Servicing Agreement (Asta Funding Inc)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating AgencyCompany. Upon receiving such notice of resignation, the Depositor Company shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 10.01 and shall fail to resign after written request therefor by the Depositor Company, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Company may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes Company shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Company shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal , and shall deliver a copy of such instrument pay all fees owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.0810.03 and payment of all fees and expenses owed to the outgoing Trustee. The Company shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies.
Appears in 2 contracts
Samples: Trust Agreement (Gs Mortgage Securities Corp), Trust Agreement (Goldman Sachs Asset Backed Securities Corp)
Resignation or Removal of Trustee. (a) The Trustee and the Collateral Agent may at any time resign and be discharged from the trusts hereby created by giving not less than 60 days' prior written notice thereof to the DepositorServicer; provided, the Servicerhowever, the Certificate Insurer that any such resignation in either capacity shall be deemed a resignation as both Trustee and each Rating AgencyCollateral Agent. Upon receiving such notice of resignation, the Depositor Servicer with the consent of the Surety Bond Issuer (unless a Surety Bond Issuer Default shall have occurred and be continuing) shall promptly appoint a successor Trustee and Collateral Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and Collateral Agent and one copy to the successor TrusteeTrustee and Collateral Agent. If no successor Trustee and Collateral Agent shall have been so appointed and having have accepted appointment within 30 60 days after the giving of such notice of resignation, the resigning Trustee and Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Trustee. Trustee and Collateral Agent.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 19.9 and shall fail to resign after written request therefor there for by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingCollateral Agent. If the Depositor or the Servicer removes it shall remove the Trustee and Collateral Agent under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee trustee and collateral agent acceptable to the Surety Bond Issuer by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee and Collateral Agent so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders Collateral Agent.
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and Collateral Agent and appointment of a successor Trustee and Collateral Agent pursuant to any of the provisions of this Section 8.07 19.10 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant and Collateral Agent pursuant to Section 8.0819.11 and payment of all fees and expenses owed to the outgoing Trustee and Collateral Agent. The Servicer shall provide notice of such resignation or removal of the Trustee to each Rating Agency.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Nationscredit Securitization Corp), Pooling and Servicing Agreement (Nationscredit Grantor Trust 1997-1)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the NIMS Insurer, the Depositor, the Servicer, the Certificate Insurer Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee acceptable to the NIMS Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Depositor, the Servicer or the Servicer NIMS Insurer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Depositor, the Servicer or the Servicer NIMS Insurer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Depositor, with the consent of the NIMS Insurer, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trusteetrustee. The Majority Certificateholders (excluding any Certificates held by or the Seller, NIMS Insurer upon the Servicer or any Affiliate thereoffailure of the Trustee to perform its obligations hereunder) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer Depositor and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor shall thereupon use its best efforts to appoint a successor Trustee trustee acceptable to the NIMS Insurer in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2006-3), Pooling and Servicing Agreement (Option One Mortgage Loan Trust 2006-3)
Resignation or Removal of Trustee. The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorEmployer, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument resignation shall be delivered effective 60 days after delivery to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor TrusteeEmployer. The Trustee that is may be removed by the subject of such Employer by written notice to the Trustee, which removal shall deliver a copy of such instrument be effective 60 days after delivery to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any Upon resignation or removal of the Trustee, the Employer may appoint a successor trustee. Any such successor trustee will, upon written acceptance of his appointment, become vested with the estate, rights, powers, discretion, duties and obligations of the Trustee hereunder as if he had been originally named as Trustee in this Agreement. Upon resignation or removal of the Trustee, the Employer will no longer participate in this prototype plan and will be deemed to have adopted an individually designed plan. In such event, the Employer shall appoint a successor trustee within said 60-day period and the Trustee will transfer the assets of the Trust to the successor trustee upon receipt of sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of counsel satisfactory to the Trustee) that such trust will be a qualified trust under the Code. The appointment of a successor trustee shall be accomplished by delivery to the Trustee pursuant to any of written notice that the provisions of this Section 8.07 shall not become effective until Employer has appointed such successor trustee, and written acceptance of such appointment by the successor trustee. The Trustee may, upon transfer and delivery of the Trust Fund to a successor trustee, reserve such reasonable amount as provided in Section 8.08.it shall deem necessary to provide for its fees, compensation, costs and expenses, or for the payment of any other liabilities chargeable against the Trust Fund for which it may be
Appears in 2 contracts
Samples: Profit Sharing/401(k) Plan (Dep Corp), Adoption Agreement (Infousa Inc)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall Servicer shall, with the consent of the Certificate Insurer, promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 10.8 and shall fail to resign after written request therefor by the Depositor Servicer or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, then the Depositor Servicer or the Servicer Certificate Insurer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes it shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 10.9 shall not become effective without the consent of the Certificate Insurer and until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.0810.10.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB), Pooling and Servicing Agreement (Chevy Chase Auto Receivables Trust 1996-2)
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by this Agreement by giving at least 30 days' prior written notice thereof to the Depositor, the Servicer, the Certificate Note Insurer and each Rating Agencythe Noteholders. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee acceptable to the Noteholders and the Note Insurer by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. so
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 10.09 and shall fail to resign after written request therefor by the Depositor Servicer or the Controlling Party, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Controlling Party may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes the Trustee is removed under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee acceptable to the Controlling Party, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument , and pay all fees owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders .
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.0810.11. The Servicer shall give the Rating Agency, the Placement Agent, the Note Insurer and the Noteholders notice of any such resignation or removal of the Trustee and appointment and acceptance of a successor Trustee.
Appears in 2 contracts
Samples: Indenture and Servicing Agreement (MCM Capital Group Inc), Indenture and Servicing Agreement (MCM Capital Group Inc)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, Transferor and the Certificate Insurer and each Rating AgencyInsurer. Upon receiving such notice of resignation, the Depositor Transferor, with the written consent of the Certificate Insurer, shall promptly appoint a successor Trustee Trustee. Such appointment shall be by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. Any such successor Trustee shall be approved in writing by the Servicer, which shall not withhold such approval if the proposed successor Trustee satisfies the eligibility requirements set forth herein. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.6 and shall fail to resign after written request therefor by the Depositor Transferor or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Transferor may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer Transferor removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee Trustee. Such appointment will be by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a A copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments be delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the ServicerInsurer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.7 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.8.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB), Pooling and Servicing Agreement (Chevy Chase Bank FSB)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the ServicerTrust Administrator, the Certificate Insurer Master Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee; provided, however, that any such successor Trustee shall be subject to the prior written approval of the Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Master Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor or the Master Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee so removed and one copy to the successor Trustee. The Trustee that is If the subject of such removal shall deliver Master Servicer fails to appoint a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignationremoval to the Trustee, then the Certificate Insurer Trustee being removed may appoint petition any court of competent jurisdiction for the appointment of a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (American General MRT Ln Asst BCKD Ps THR CRTS Sr 2003-1), Pooling and Servicing Agreement (American General MRT Ln Asst BCKD Ps THR CRTS Sr 2003-1)
Resignation or Removal of Trustee. The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving with or without cause upon written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating AgencyGrantor. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within Resignation will take effect 30 days after the giving of such date the notice is sent, unless a successor trustee is duly appointed before that date. The Trustee may be removed at any time with or without cause by the Grantor on 30 days’ written notice to the Trustee. Such effective date may be changed upon written mutual agreement. The Grantor’s notice of resignation, removal of the resigning Trustee may petition any court to be effective must include notice of competent jurisdiction for the appointment of a successor trustee and a written acceptance of such appointment by the successor trustee. If, by the effective date of either the Trustee. If at any ’s resignation, removal, or such longer time as the Trustee may agree to, the Grantor has not appointed a successor trustee which has duly accepted such appointment, the Trustee shall cease to be eligible in accordance with terminate the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee Grantor’s Trust Account which shall be legally unable to act, effective by distributing all assets in the Grantor’s Trust Account in a single sum in cash or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered kind to the Trustee so removed and one copy Grantor, subject to the successor Trustee’s right to reserve funds as provided herein. The Trustee that is Upon the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee or termination, the Trustee shall be entitled to deduct from the Trust such reasonable amount as it deems necessary to provide for expenses in the settlement of its account, the amount of compensation due to it, and appointment any taxes or other sums chargeable against the Trust for which it may be liable. If the Trust is not sufficient for such purposes, the Trustee shall have the right to a settlement of a successor Trustee pursuant to any its account, which, at the option of the provisions Trustee, may be by judicial settle- ment in an action the Trustee institutes in a court of competent jurisdiction; or by a settlement agreement between the Trustee and the Grantor (or Beneficiary or Beneficiaries if the Grantor has died). Upon settlement under this Section 8.07 section 9.20, all right, title and interest of the Trustee in the assets of the Trust shall not become effective until acceptance of appointment by vest in the successor trustee. At that time, all future liability of the Trustee as provided shall terminate under the Trust; provided, how- ever, the Trustee shall execute, acknowledge and deliver all documents and written instruments necessary to transfer and convey the right, title and interest in Section 8.08the assets of the Trust, to the successor trustee.
Appears in 2 contracts
Samples: Roth Individual Retirement Account Trust Agreement, Roth Individual Retirement Account Trust Agreement
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Certificate Insurer Guarantor and each Rating Agencythe NIMS Insurer. Upon receiving such notice of resignation, the Depositor Guarantor, upon consultation with the NIMS Insurer, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (i) shall cease to be eligible in accordance with the provisions of Section 8.06 or (ii) fails to comply with the reporting obligations under Section 4.05(a), to the extent set forth in Section 4.05(c), and shall fail to resign after written request therefor by the Depositor Guarantor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Guarantor, the NIMS Insurer or the Master Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Guarantor, the NIMS Insurer or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Guarantor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The trustee; provided, however, that in connection with the appointment of a successor Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholdersunder this paragraph, the Certificate Insurer and Guarantor shall consult with the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after NIMS Insurer, but the giving of such notice of resignation, then the Certificate Insurer may decision to appoint a successor TrusteeTrustee under this paragraph shall remain in the Guarantor's sole discretion. The Majority Certificateholders (excluding any Certificates held by may, with the Sellerprior written consent of the Guarantor, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer Master Servicer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor Guarantor shall thereupon use its best efforts to appoint a successor trustee in accordance with this Section; provided, however, that in connection with the removal of the Trustee and appointment of a successor Trustee pursuant to this paragraph, the Guarantor shall consult with the NIMS Insurer, but the decision to remove the Trustee and appoint a successor Trustee in accordance with this Section. The Trustee that is paragraph shall remain in the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the ServicerGuarantor's sole discretion. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein the Trustee may not be removed by the Depositor or the Certificateholders without the prior written consent of the Guarantor, which consent shall not be unreasonably withheld. If the Trustee resigns or is removed, the Guarantor or the NIMS Insurer may terminate any Custodian or Paying Agent; provided, however, that any such termination of any Custodian or Paying Agent shall not become effective until a successor Trustee (or a successor Custodian or Paying Agent, as applicable, on its behalf) shall have assumed in writing the duties of the terminated Custodian or Paying Agent, as applicable.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Ameriquest Mortgage Sec Inc Asst Back Ps THR Cert Ser 2002 D), Pooling and Servicing Agreement (Ameriquest Mort Sec Inc Asset Bk Pass THR Cert Ser 2002-C)
Resignation or Removal of Trustee. The (a) A Trustee may at any time resign and be discharged from the trusts hereby created by giving thirty days' prior written notice thereof to the Depositor, the Servicer, the Certificate Insurer Initial Beneficiary and each Rating AgencyCertificateholder. Upon receiving such the notice of resignation, resignation the Depositor holder of the UTI (in the case of the UTI Trustee or the Delaware Trustee) or the holder of the applicable SUBI (in the case of a SUBI Trustee) shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 6.2 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(b) If at any time the a Trustee shall cease to be eligible qualified in accordance with the provisions of Section 8.06 and 6.2, or if any representation or warranty made by a Trustee Bank pursuant to Section 6.7 shall prove to have been untrue in any material respect when made, but such Trustee shall fail to resign after written request therefor by the Depositor holder of the applicable UTI Certificate or SUBI Certificate or the assignee or pledgee of such UTI Certificate or SUBI Certificate in connection with a Securitization, or if at any time the a Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the a Trustee or of its property shall be appointed, or any public officer shall take charge or control of the a Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then such Trustee may be removed upon written notice by the Depositor holder of the applicable UTI Certificate or SUBI Certificate or the Servicer may remove the Trustee but only upon consent assignee or pledgee of the such UTI Certificate Insurer if no or SUBI Certificate Insurer default has occurred and is continuingin connection with a Securitization. If the Depositor a Trustee resigns or the Servicer removes the Trustee is removed under the authority of the immediately preceding sentence, the Depositor holder of the applicable UTI Certificate or SUBI Certificate shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject , together with payment of such removal shall deliver a copy of such instrument all amounts owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders .
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 part shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08Trustee.
Appears in 2 contracts
Samples: Origination Trust Agreement (Greyhound Funding LLC), Origination Trust Agreement (Fah Co Inc)
Resignation or Removal of Trustee. The Trustee may at --------------------------------- any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, Servicer and the Certificate Insurer and each Rating AgencyInsurer. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee (consented to and approved in writing by the Certificate Insurer, such consent not to be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 11.06 and shall fail to resign after written ------------- request therefor by the Depositor Servicer or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Servicer or the Servicer Certificate Insurer may remove the Trustee but only upon consent of Trustee. If the Servicer or the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall (so long as an Insurer Default shall not have occurred and be continuing) with the written consent of the Certificate Insurer, or (unless an Insurer Default shall have occurred and be continuing) at the written request of the Certificate Insurer, or the Certificate Insurer shall, promptly appoint a successor Trustee (which successor Trustee, if appointed by the Certificate Insurer, shall be subject to the prior written consent of the Servicer, which consent shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee that is , and the subject of such removal Servicer shall deliver a copy of such instrument pay all fees and expenses owed to the Certificateholders, outgoing Trustee. Any successor trustee shall (so long as an Insurer Default shall not have occurred and be continuing) be acceptable to the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the ServicerInsurer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.0811.08 and payment of all fees and expenses owed to the ------------- outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB), Pooling and Servicing Agreement (Chevy Chase Bank FSB)
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving 30 days' written notice thereof to the Depositor[Master Administrator], the [Master Servicer], the Servicer, the Certificate Insurer Sponsor and each the Rating Agency. Upon receiving such notice of resignation, the Depositor [Master Administrator] shall promptly appoint a successor Trustee by written instrument, in duplicatequintuplicate, one copy counterpart of which instrument shall be delivered to each of the resigning TrusteeSponsor, the Certificate Insurer [Master Servicer], the Servicer, the successor Trustee 84 91 and one the predecessor Trustee. A copy of such instrument shall be delivered to the successor TrusteeRating Agency. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 10.07 and shall fail to resign after written request therefor by the Depositor [Master Administrator], or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer [Master Administrator] may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer it removes the Trustee under the authority of the immediately preceding sentence, the Depositor [Master Administrator] shall promptly appoint a successor Trustee by written instrument, in duplicatequintuplicate, one copy counterpart of which instrument shall be delivered to each of the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the CertificateholdersSponsor, the Certificate Insurer and the [Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation], then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer successor Trustee and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Sectionpredecessor Trustee. The Trustee that is the subject of such removal shall deliver a copy Copies of such instrument shall also be delivered by the [Master Administrator] to the Certificateholders and the Servicer. Rating Agency.
(c) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 10.08 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.0810.09.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Acc Consumer Finance Corp)
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created its obligations hereunder by giving 30 days' written notice thereof to the DepositorSeller, the Servicer, Agent and the Certificate Insurer and each Rating AgencyCollection Agent. Upon receiving such notice of resignation, the Depositor Collection Agent shall promptly appoint a successor Trustee trustee acceptable to the Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trusteetrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 II. 06 and shall fail to resign after written request therefor by the Depositor Collection Agent or if at any time the Trustee shall be legally unable to act, or shall be adjudged a as bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Collection Agent may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee trustee acceptable to the Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The trustee.
(c) If at any time the Trustee that is shall fail to perform its obligations under this Agreement, the subject of such removal shall deliver Agent may remove the Trustee and direct the Collection Agent to promptly appoint a successor trustee acceptable to the Agent by written instrument, in duplicate, one copy of such which instrument shall be delivered to the Certificateholders, Trustee so removed and one copy to the Certificate Insurer successor appointment; provided that if all other procedures fail and the Servicer. If no a successor Trustee shall have been so appointed and having trustee has not accepted an appointment pursuant to this Section 11.07(c) within 30 days after the giving Trustee shall have received notice from the Agent of its intention to remove such notice Trustee, the Trustee may petition any court of resignation, then competent jurisdiction for the Certificate Insurer may appoint appointment of a successor Trustee. The Majority Certificateholders trustee.
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofd) may at any time remove the Trustee by written instrument or instruments delivered Notwithstanding anything herein to the Servicercontrary, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 11.07 shall not become effective until acceptance of appointment by the successor Trustee trustee as provided in Section 8.0811.08.
Appears in 1 contract
Samples: Receivables Purchase and Sale Agreement (Maxtor Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer with a copy to the Trust Depositor, the ServicerSeller, and the Certificate Insurer and each Rating AgencyCertificateholders. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning TrusteeTrust Depositor, the Certificate Insurer Seller, and the Certificateholders and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having shall have accepted such appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 11.07 and shall fail to resign after written request therefor by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes shall have removed the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, instrument one copy of which instrument shall be delivered to the Trustee so removed removed, the Trust Depositor, the Back-up Servicer and the Seller and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicertrustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 11.08 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.0811.09. Any resigning or removed Trustee shall be entitled to payment of all Trustee's Fees earned and reimbursement for all expenses incurred by it up to the date of resignation. All indemnification obligations of the Servicer and the Seller shall survive such resignation or removal.
Appears in 1 contract
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorSeller, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy successor Trustee; provided, however, that any such successor Trustee shall be subject to the successor Trusteereasonable prior written approval of the Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor Seller, with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Seller, the Master Servicer or the Servicer Certificate Insurer may remove the Trustee but only upon consent of Trustee. If the Seller, the Master Servicer or the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee so removed and one copy to the successor Trustee. The Trustee that is Holders of Certificates evidencing Voting Rights aggregating at least 51% may, with the subject prior written consent of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If Insurer, so long as no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the SellerDefault exists, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor, the Certificate Insurer Seller and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the Trustee may not be removed by the Seller or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.
Appears in 1 contract
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from with respect to the trusts hereby created Notes of one or more Series by giving 90 days' written notice thereof to the DepositorAdministrator, the Servicer, the Certificate Insurer Company, the Noteholders of such Series and each the Rating AgencyAgencies. Upon receiving such notice of resignation, the Depositor Administrator shall promptly appoint a successor Trustee not objected to by Noteholders of such Series with a Percentage of more than 50% within 30 days after prior written notice, by written instrument, in duplicatequintuplicate, one copy counterpart of which instrument shall be delivered to each of the resigning TrusteeCompany, the Certificate Insurer Servicer, the successor Trustee and one the predecessor Trustee. A copy of such instrument shall be delivered to the successor TrusteeRating Agencies. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 7.07 and shall fail to resign after written request therefor by the Depositor Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Administrator or Noteholders of each Series with a Percentage greater than 50% may direct, and the Servicer may Administrator shall follow such direction and remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer it removes the Trustee under the authority of the immediately preceding sentence, the Depositor Administrator shall promptly appoint a successor Trustee not objected to by Noteholders of each Series with a Percentage of more than 50%, within 30 days after prior written notice, by written instrument, in duplicatequintuplicate, one copy counterpart of which instrument shall be delivered to each of the Trustee so removed and one copy to Company, the Servicer, the Noteholders, the successor Trustee and the predecessor Trustee. The Trustee that is the subject of such removal shall deliver a copy Copies of such instrument shall also be delivered by the Administrator to each of the Rating Agencies.
(c) The Trustee may be removed by the Administrator at any time by giving written notice thereof to the Certificateholders, Trustee and each of the Certificate Insurer and holders of the ServicerNotes then outstanding. If no successor Trustee shall have been so appointed and having accepted appointment Such removal by the Administrator will become effective unless the holders of at least 51% of the principal amount of the Notes of each Series then outstanding deliver a written statement to the Administrator opposing such removal within 30 days after the giving following receipt of such notice of resignation, then removal from the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders Administrator.
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofd) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 7.08 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.087.09.
Appears in 1 contract
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Depositor, the Master Servicer or the Servicer Certificate Insurer may remove the Trustee but only upon consent of Trustee. If the Depositor, the Master Servicer or the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (United Panam Financial Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the ServicerMaster Servicer [, the Certificate Insurer Insurer] and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee; provided, however, that any such successor Trustee shall be subject to the prior written approval of the Master Servicer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor [with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or the Certificate Insurer], or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor [or the Servicer Certificate Insurer] may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor [or the Servicer Certificate Insurer] removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee [(approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld)] by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08. [Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the Trustee may not be removed by the Depositor or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (HFC Revolving Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating AgencyAdministrator. Upon receiving such notice of resignation, the Depositor Administrator shall promptly appoint a successor Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. If at any time the Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.06 10.01 and shall fail to resign after written request therefor by the Depositor Administrator, or if at any time an Insolvency Event with respect to the Trustee shall have occurred and be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidationcontinuing, then the Depositor or the Servicer Administrator may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes Administrator shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject and payment of such removal shall deliver a copy of such instrument all fees owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.0810.03, payment of all fees and expenses owed to the outgoing Trustee and the filing of a certificate of amendment to the Trust's certificate of trust pursuant to Section 3810(b) of the Delaware Statutory Trust Statute. The Administrator shall provide notice of such resignation or removal of the Trustee and to each of the Rating Agencies.
Appears in 1 contract
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from with respect to the trusts hereby created Notes of one or more Series by giving 90 days' written notice thereof to the DepositorAdministrator, the Servicer, the Certificate Insurer Company, the Noteholders of such Series and each the Rating AgencyAgencies. Upon receiving such notice of resignation, the Depositor Administrator shall promptly appoint a successor Trustee not objected to by Noteholders of such Series with a Percentage of more than 50% within 30 days after prior written notice, by written instrument, in duplicatequintuplicate, one copy counterpart of which instrument shall be delivered to each of the resigning TrusteeCompany, the Certificate Insurer Servicer, the successor Trustee and one the predecessor Trustee. A copy of such instrument shall be delivered to the successor TrusteeRating Agencies. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 7.07 and shall fail to resign after written request therefor by the Depositor Administrator, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Administrator or Noteholders of each Series with a Percentage greater than 50% may direct, and the Servicer may Administrator shall follow such direction and remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer it removes the Trustee under the authority of the immediately preceding sentence, the Depositor Administrator shall promptly appoint a successor Trustee not objected to by Noteholders of each Series with a Percentage of more than 50%, within 30 days after prior written notice, by written instrument, in duplicatequintuplicate, one copy counterpart of which instrument shall be delivered to each of the Trustee so removed and one copy to Company, the Servicer, the Noteholders, the successor Trustee and the predecessor Trustee. The Trustee that is the subject of such removal shall deliver a copy Copies of such instrument shall also be delivered by the Administrator to each of the Rating Agencies.
(c) The Trustee may be removed by the Administrator at any time by giving written notice thereof to the Certificateholders, Trustee and each of the Certificate Insurer and holders of the ServicerNotes then outstanding. If no successor Trustee shall have been so appointed and having accepted appointment Such removal by the Administrator will become effective unless the holders of 51% of the principal amount of the Notes of each Series then outstanding deliver a written statement to the Administrator opposing such removal within 30 days after the giving following receipt of such notice of resignation, then removal from the Certificate Insurer may appoint a successor TrusteeAdministrator. The Majority Certificateholders 57
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofd) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 7.08 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.087.09.
Appears in 1 contract
Resignation or Removal of Trustee. The Trustee may resign at any time resign and be discharged from the trusts hereby created --------------------------------- by giving written notice thereof to the DepositorEmployer, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument resignation shall be delivered effective 60 days after delivery to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor TrusteeEmployer. The Trustee that is may be removed by the subject of such Employer by written notice to the Trustee, which removal shall deliver a copy of such instrument be effective 60 days after delivery to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any Upon resignation or removal of the Trustee, the Employer may appoint a successor trustee. Any such successor trustee will, upon written acceptance of his appointment, become vested with the estate, rights, powers, discretion, duties and obligations of the Trustee hereunder as if he had been originally named as Trustee in this Agreement. Upon resignation or removal of the Trustee, the Employer will no longer participate in this prototype plan and will be deemed to have adopted an individually designed plan. In such event, the Employer shall appoint a successor trustee within said 60-day period and the Trustee will transfer the assets of the Trust to the successor trustee upon receipt of sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of counsel satisfactory to the Trustee) that such trust will be a qualified trust under the Code. The appointment of a successor trustee shall be accomplished by delivery to the Trustee pursuant to any of written notice that the provisions of this Section 8.07 shall not become effective until Employer has appointed such successor trustee, and written acceptance of such appointment by the successor trustee. The Trustee may, upon transfer and delivery of the Trust Fund to a successor trustee, reserve such reasonable amount as provided in Section 8.08it shall deem necessary to provide for its fees, compensation, costs and expenses, or for the payment of any other liabilities chargeable against the Trust Fund for which it may be liable. The Trustee shall not be liable for the acts or omissions of any successor trustee.
Appears in 1 contract
Resignation or Removal of Trustee. The Trustee may at --------------------------------- any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Transferor, the Depositor, the Master Servicer, the Certificate Insurer Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, Trustee (who shall deliver a copy to the Certificate Insurer Master Servicer) and one copy to the successor Trustee; provided, however, that any such successor Trustee shall be subject to the prior written approval of the Transferor. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor Transferor or the Credit Enhancer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatened with respect to the Trust by any state in which the Trustee or the Trust is located (which tax cannot be vacated by the appointment of a co-Trustee or separate trustee pursuant to Section 9.10), then the Depositor Transferor or the Servicer Credit Enhancer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Transferor or the Servicer Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trusteetrustee. The Trustee that is Holders of Investor Certificates evidencing Percentage Interests aggregating over 50% of all Investor Certificates in the subject of such removal shall deliver a copy of such instrument to aggregate or the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) Credit Enhancer may at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor, the Certificate Insurer Transferor and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor Transferor shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08.
Appears in 1 contract
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of 109 such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor Certificate Insurer or the Depositor, with the consent of the Certificate Insurer (so long as no Insurer Default exists) or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Depositor, the Certificate Insurer or the Master Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Depositor, Certificate Insurer or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trusteetrustee. The Majority Certificateholders may, with the prior written consent of the Certificate Insurer (excluding any Certificates held by the Sellerso long as no Insurer Default exists and is continuing), the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor, the Certificate Insurer Depositor and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, so long as no Insurer Default exists, the Trustee may not be removed by the Depositor or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Option One Mort Ln Tr 1999-3 Asset Backed Cert Ser 1999-3)
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the DepositorSeller, the Servicer, each Enhancement Provider, the Certificate Insurer Rating Agencies and each Rating AgencyPurchaser Representative. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trusteetrustee. Any successor Trustee shall not be an Affiliate of any Purchaser Representative so long as any Certificate Series is outstanding. The Servicer shall deliver a copy of such instrument to each Purchaser Representative. Any such appointment shall be subject to the prior written consent of each Purchaser Representative. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee Trustee, upon notice to the Seller, the Servicer and each Purchaser Representative, may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 11.6 hereof and shall fail to resign after written request therefor by the Depositor Seller, the Servicer or any Purchaser Representative, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofPurchaser Representative may, but shall not be required to, upon 10
(c) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 11.7 shall not become effective until acceptance of appointment by the successor Trustee trustee as provided in Section 8.0811.8 hereof and any liability of the Trustee arising hereunder shall survive such appointment of a successor trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Charming Shoppes Receivables Corp)
Resignation or Removal of Trustee. The Trustee may at --------------------------------- any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor TrusteeXxxxxxx. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 11.09 and shall fail to resign after written request therefor by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes it shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal and shall deliver a copy of such instrument promptly pay all fees owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 11.10 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.0811.11 and payment of all fees and expenses owed and any other amounts due hereunder to the outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trustee to each of the rating agencies then rating the Certificates.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nissan Auto Receivables Corp /De)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer Guarantor and each Rating Agency. Upon receiving such notice of resignation, the Depositor Depositor, with the approval of the Guarantor, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Guarantor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its their property shall be appointed, or any public officer shall take charge or control of the Trustee or of its their property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or Depositor, with the Servicer consent of the Guarantor, may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Depositor, the Guarantor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Depositor, with the approval of the Guarantor, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by may, with the Sellerprior written consent of the Guarantor, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer Depositor and the Trustee but only and any expenses incurred by the Trustee in connection with such removal shall be reimbursed to it by the Majority Certificateholders promptly upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingdemand therefor; the Depositor Guarantor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein the Trustee may not be removed by the Depositor or the Certificateholders without the prior written consent of the Guarantor, which consent shall not be unreasonably withheld. If the Trustee resigns or is removed, the Guarantor may terminate any Paying Agent; provided, however, that any such termination of any Paying Agent shall not become effective until a successor Trustee (or a successor Paying Agent on its behalf) shall have assumed in writing the duties of the terminated Paying Agent.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Residential Asset Funding Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor Certificate Insurer or the Depositor, with the consent of the Certificate Insurer (so long as no Insurer Default exists) or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Depositor, the Certificate Insurer or the Master Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Depositor, Certificate Insurer or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trusteetrustee. The Majority Certificateholders may, with the prior written consent of the Certificate Insurer (excluding any Certificates held by the Sellerso long as no Insurer Default exists and is continuing), the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor, the Certificate Insurer Depositor and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.the
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Financial Asset Securities Corp)
Resignation or Removal of Trustee. The Trustee may at --------------------------------- any time resign and be discharged from the trusts hereby created by giving 30- days written notice thereof to the Depositor, Owners and the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Servicer, on behalf of the Trust and as directed by mutual consent of the Owners, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor Owners or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Owners (acting unanimously) may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Servicer (upon the instruction of the Owners) or the Servicer removes Owners shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer or the Owners, as the case may be, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject and payment of such removal shall deliver a copy of such instrument all fees owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.0810.02 and payment of all fees and expenses owed to the outgoing Trustee, at which time the retiring Trustee will be fully discharged of its duties and liabilities hereunder, except for liabilities arising prior to the date of such resignation or removal.
Appears in 1 contract
Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving upon delivery of a written notice thereof of resignation to the DepositorGrantor and the Beneficiary, effective not less than ninety (90) calendar days after receipt by the Grantor and the Beneficiary of such written notice and that the Trustee may be removed by the Grantor by delivery of a written notice of removal to the Trustee and the Beneficiary, effective not less than ninety (90) calendar days after receipt by the Trustee and the Beneficiary of the written notice, provided that no such resignation or removal shall be effective until a successor Trustee has been duly appointed and approved by the Beneficiary and the Grantor and all Assets in the trust have been duly transferred to the new Trustee in accordance with paragraph (b) of this Section 6.01.
(b) Upon receipt of the Trustee's notice of resignation or upon the Trustees receipt of the Grantor's notice of removal, the Servicer, Grantor and the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Beneficiary shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no Any successor Trustee shall have been so appointed be a bank that is a member of the Federal Reserve System or chartered in the State of New York and having accepted appointment within 30 days after shall not be a parent, a subsidiary or an affiliate of the giving Grantor or the Beneficiary. Upon the acceptance of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the as Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor hereunder by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, and the transfer to such successor Trustee of all Assets in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the CertificateholdersTrust Account, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a shall become effective. Thereupon, such successor Trustee pursuant shall succeed to any and become vested with all the rights, powers, privileges and duties of the provisions resigning or removed Trustee, and the resigning or removed Trustee shall be discharged from any future duties and obligations under this Agreement, but the resigning or removed Trustee shall continue after such resignation or removal to be entitled to the benefits of this Section 8.07 the indemnities provided herein for the Trustee. The resigning or removed Trustee shall not become effective until acceptance have the right to demand a final accounting of appointment by the successor Trustee as provided in Section 8.08Trust Account.
Appears in 1 contract
Samples: Trust Agreement (Miix Group Inc)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating AgencySeller. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee; provided, however, that, (i) such appointment does not result in a reduction or withdrawal of the then current rating of the Investor Certificates, and (ii) so long as such consent is not unreasonably withheld, the Certificate Insurer consents to such appointment. The Servicer shall make a good faith effort to appoint a successor within 30 days of its receipt of such notice. If the Servicer does not appoint a successor Trustee within such 30 day period and it is not making a good faith effort to appoint a successor Trustee, then the Certificate Insurer may appoint a successor Trustee. The Servicer shall indemnify the Trustee for any loss, liability, or expense incurred as a result of the Servicer's failure to make a good faith effort to appoint a successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor Seller, (ii) the Seller has delivered to the Trustee a letter from any Rating Agency to the effect that the rating of the Investor Certificates has been or is about to be reduced or withdrawn on account of a reduction in the long-term credit rating of the Trustee or the parent of the Trustee (if at (a) the Trustee proposes to the Seller and the Servicer to enter into an agreement with the Trustee and the Seller and the Servicer, each in its sole discretion, elect to enter into such agreement and (b) such agreement is consented to by the Certificate Insurer and is satisfactory to the Rating Agencies without resulting in a reduction in or withdrawal of any time rating of the Investor Certificates, then upon the execution and delivery of such agreement the Seller shall not request such resignation pursuant to this clause (ii)) and the Trustee shall be legally unable fail to actresign after written request therefor by the Seller, or (iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or Seller or, in the case of clause (ii) above, the Servicer may remove the Trustee but only upon and appoint a successor trustee, subject to the following paragraph and to the consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentenceto such appointment (which consent shall not be unreasonably withheld), the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MLCC Mortgage Investors Inc)
Resignation or Removal of Trustee. The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving --------------------------------- written notice thereof to the DepositorEmployer, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument resignation shall be delivered effective 60 days after delivery to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor TrusteeEmployer. The Trustee that is may be removed by the subject of such Employer by written notice to the Trustee, which removal shall deliver a copy of such instrument be effective 60 days after delivery to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any Upon resignation or removal of the Trustee, the Employer may appoint a successor trustee. Any such successor trustee will, upon written acceptance of his appointment, become vested with the estate, rights, powers, discretion, duties and obligations of the Trustee hereunder as if he had been originally named as Trustee in this Agreement. Upon resignation or removal of the Trustee, the Employer will no longer participate in this prototype plan and will be deemed to have adopted an individually designed plan. In such event, the Employer shall appoint a successor trustee within said 60-day period and the Trustee will transfer the assets of the Trust to the successor trustee upon receipt of sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of counsel satisfactory to the Trustee) that such trust will be a qualified trust under the Code. The appointment of a successor trustee shall be accomplished by delivery to the Trustee pursuant to any of written notice that the provisions of this Section 8.07 shall not become effective until Employer has appointed such successor trustee, and written acceptance of such appointment by the successor trustee. The Trustee may, upon transfer and delivery of the Trust Fund to a successor trustee, reserve such reasonable amount as provided in Section 8.08it shall deem necessary to provide for its fees, compensation, costs and expenses, or for the payment of any other liabilities chargeable against the Trust Fund for which it may be liable. The Trustee shall not be liable for the acts or omissions of any successor trustee.
Appears in 1 contract
Samples: Adoption Agreement (Technitrol Inc)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee; provided, however, that any such successor Trustee shall be subject to the prior written approval of the Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.6 and shall fail to resign after written request therefor by the Depositor or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatened with respect to the Trust by any state in which the Trustee is located, then the Depositor or the Servicer Certificate Insurer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer Certificate Insurer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trusteetrustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the CertificateholdersImmediately upon its appointment and qualification hereunder, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed provide written notice to each Holder of a Class A Certificate of its appointment and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trusteequalification. The Majority Certificateholders (excluding any Holders of Certificates held by the Seller, the Servicer or any Affiliate thereof) evidencing Percentage Interests aggregating at least 51% may at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor, the Certificate Insurer Depositor and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its their best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.7 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Residential Securitization Transactions Inc)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorSeller, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer and the Servicer, so long as such approval shall not unreasonably be withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy the Successor Trustee; provided, however, that any such successor Trustee shall be subject to the successor Trusteeprior written approval of the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor Seller or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Seller, the Servicer or the Servicer Certificate Insurer may remove the Trustee but only upon consent of Trustee. If the Seller, the Servicer or the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Seller shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the Trustee so removed removed, the Certificate Insurer and one copy to the successor Trustee. The Trustee that is Holders of Certificates evidencing Voting Rights aggregating over 50% of all Voting Rights may, with the subject prior written consent of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignationInsurer, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer Seller and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the ServicerSection 9.07. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the Trustee may not be removed by the Seller or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Delta Funding Corp /De/)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Depositor, the Master Servicer or the Servicer Certificate Insurer may remove the Trustee but only upon consent of (if approved in writing by the Certificate Insurer). If the Depositor, the Master Servicer or the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trusteetrustee. The Trustee that is the subject Holders of such removal shall deliver a copy Certificates evidencing Percentage Interests aggregating over 50% of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any all Class A Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor, the Certificate Insurer Depositor and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
Resignation or Removal of Trustee. (a) The 1997-A Securitization Trustee may at any time resign and be discharged from the trusts hereby created by this 1997-A Securitization Trust Agreement by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating AgencyTransferor. Upon receiving such notice of resignation, the Depositor Transferor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(b) If at any time the 1997-A Securitization Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 6.06 and shall fail to resign after written request therefor by the Depositor Transferor, or if at any time the 1997-A Securitization Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the 1997-A Securitization Trustee or of its property shall be appointed, or any public officer shall take charge or control of the 1997-A Securitization Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Transferor may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing1997-A Securitization Trustee. If it shall remove the Depositor or the Servicer removes the 1997-A Securitization Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the 1997-A Securitization Trustee so removed and one copy to the successor Trustee. The Trustee that is , and arrange for the subject payment of such removal shall deliver a copy of such instrument all fees owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders .
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the 1997-A Securitization Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.become
Appears in 1 contract
Samples: 1997 a Securitization Trust Agreement (Toyota Auto Lease Trust 1997-A)
Resignation or Removal of Trustee. (OR CUSTODIAN) The Trustee (or Custodian, if applicable) may resign at any time resign and be discharged from by giving 30 days advance written notice to the trusts hereby created Employer. The resignation shall become effective 30 days after receipt of such notice unless a shorter period is agreed upon. The Employer may remove any Trustee (or Custodian) at any time by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer such Trustee (or Custodian) and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument removal shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within effective 30 days after the giving receipt of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of unless a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and shorter period is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trusteeagreed upon. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee Employer shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts power to appoint a successor Trustee (or Custodian). Upon such resignation or removal, if the resigning or removed Trustee (or Custodian) is the sole Trustee (or Custodian), he or she shall transfer all of the assets of the Fund then held by such Trustee (or Custodian) as expeditiously as possible to the successor Trustee (or Custodian) after paying or reserving such reasonable amount as he or she shall deem necessary to provide for the expense in accordance with the settlement of the accounts and the amount of any compensation due him or her and any chargeable against the Fund for which he or she may be liable. If the Funds as reserved are not sufficient for such purpose, then he or she shall be entitled to reimbursement from the successor Trustee (or Custodian) out of the assets in the successor Trustee's (or Custodian's) hands under this SectionPlan. If the amount reserved shall be in excess of the amount actually needed, the former Trustee (or Custodian) shall return such excess to the successor Trustee (or Custodian). Upon receipt of the transferred assets, the successor Trustee (or Custodian) shall thereupon succeed to all of the powers and responsibilities given to the Trustee (or Custodian) by this Plan. The resigning or removed Trustee (or Custodian) shall render an accounting to the Employer and unless objected to by the Employer within 30 days of its receipt, the accounting shall be deemed to have been approved and the resigning or removed Trustee (or Custodian) shall be released and discharged as to all matters set forth in the accounting. Where a financial organization is serving as Trustee (or Custodian) and it is merged with or bought by another organization (or comes under the control of any federal or state agency), that organization shall serve as the successor Trustee (or Custodian) of this Plan, but only if it is the subject type of such removal shall deliver organization that can so serve under applicable law. Where the Trustee or Custodian is serving as a copy of such instrument nonbank trustee or custodian pursuant to the Certificateholders and the Servicer. Any resignation or removal Section 1.401-12(n) of the Trustee and appointment of Income Tax Regulations, the Employer will appoint a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment (or Custodian) upon notification by the successor Commissioner of Internal Revenue that such substitution is required because the Trustee (or Custodian) has failed to comply with the requirements of Section 1.401-12(n) or is not keeping such records or making such returns or rendering such statements as provided in Section 8.08are required by forms or regulations.
Appears in 1 contract
Resignation or Removal of Trustee. The Trustee may resign at any time resign --------------------------------- upon one hundred and be discharged from the trusts hereby created by giving twenty (120) days' written notice thereof to the DepositorCompany, and the Company may remove the Trustee at any time upon one hundred and twenty (120) days' written notice to the Trustee; provided, however, that the parties may by written instrument waive such notice. The Trustee reserves the right at any time to resign immediately if the Company transfers the Plan's administration to a recordkeeper other than the recordkeeper designated in the Service Agreement, without the Trustee's prior written consent, by delivering to the Company a notice of resignation certified by the Trustee. The Trustee further reserves the right at any time to resign immediately by delivering to the Company a notice of resignation certified by the Trustee if the assets of the Trust are not invested in investment products which are sponsored, underwritten or managed by affiliates of the Trustee, unless the Service Agreement allows such other products. If the Trustee shall resign, be removed or for any other reason cease to be Trustee, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Company shall promptly appoint a successor Trustee or Trustees to whom the Trustee, upon receipt of acceptance by written instrumentsuch successor, in duplicate, one copy shall promptly deliver all of which instrument shall be delivered the assets of the Trust less any unpaid fees or expenses. Subject to the resigning Trusteeforegoing provisions, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and or appointment of a new Trustee shall be by instrument in writing and shall become effective on the date therein specified. Any successor Trustee pursuant shall have the same powers and duties as the succeeded Trustee, subject to any such changes as the Company may then determine. Upon request of such successor Trustee or Trustees, the Company and the Trustee ceasing to act shall execute and deliver such instruments of conveyance and further assurance and do such things as may reasonably be required for more fully and certainly vesting and confirming in such successor Trustee or Trustees all the right, title and interest of the provisions retiring Trustee in and to the assets of this Section 8.07 the Trust. The Trustee is authorized, however, to reserve such sums of money as may be reasonable for payment of its compensation and expenses (including legal fees) in connection with the settlement of its account or otherwise, and any balance of such reserve remaining after payment of such compensation and expenses shall not become effective until acceptance of appointment by be promptly paid over to the successor Trustee as provided in Section 8.08or Trustees.
Appears in 1 contract
Samples: Trust Agreement (Fairchild Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating AgencyAdministrator. Upon receiving such notice of resignation, the Depositor Administrator shall promptly appoint a successor Trustee meeting the eligibility requirements of Section 10.01 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor TrusteeTrustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. If at any time the Trustee shall cease to be or shall be likely to cease to be eligible in accordance with the provisions of Section 8.06 Section
10.01 and shall fail to resign after written request therefor by the Depositor Administrator, or if at any time an Insolvency Event with respect to the Trustee shall have occurred and be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidationcontinuing, then the Depositor or the Servicer Administrator may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes Administrator shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Administrator shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject and payment of such removal shall deliver a copy of such instrument all fees owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.0810.03, payment of all fees and expenses owed to the outgoing Trustee and the filing of a certificate of amendment to the Trust’s certificate of trust pursuant to Section 3810(b) of the Delaware Statutory Trust Act. The Administrator shall provide notice of such resignation or removal of the Trustee and to each of the Rating Agencies.
Appears in 1 contract
Samples: Trust Agreement
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice of such resignation to the Issuer and by delivering notice thereof to the Depositor, Holders. The Required Holders may remove the Servicer, Trustee by so notifying the Certificate Insurer Trustee and each Rating Agencymay appoint a successor Trustee. Upon receiving such notice of resignation, the Depositor Required Holders shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trusteetrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 60 calendar days after the giving delivery of such notice of resignationresignation to the Holders, the resigning Trustee may may, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. If trustee Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, appoint a successor trustee.
(b) In case at any time any of the following shall occur:
(i) the Trustee shall cease fail to be eligible in accordance with the provisions of Section 8.06 Section 7.08 and shall fail to resign after written request therefor by the Depositor Issuer or if at by any time such Holder after such failure, or
(ii) the Trustee shall be legally unable to actbecome incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then then, in either case, the Depositor or the Servicer Required Holders may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicertrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 60 calendar days after the giving delivery of such notice of resignationresignation to the Holders, then the Certificate Insurer may appoint resigning Trustee may, at the Issuer’s expense, petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee.
(c) The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) Required Holders may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint nominate a successor Trustee in accordance with this Section. The Trustee trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. be deemed appointed as successor trustee.
(d) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 Section 7.09 shall not become effective until upon acceptance of appointment by the successor Trustee trustee as provided in Section 8.08Section 7.09. The Trustee shall have no liability or responsibility for the action or inaction of any successor trustee.
Appears in 1 contract
Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Trustee, the Depositor, the ServicerSeller, the Guarantor, the Certificate Insurer and each the Rating AgencyAgencies. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee (a) shall cease to be eligible in accordance with the provisions of Section 8.06 hereof, (including that it is no longer acceptable to the Guarantor) and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee Guarantor, (b) shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation or (c) shall fail to deliver to the Depositor and the Sponsor the information, attestations or reports required pursuant to Section 8.01(b) through (d) hereto, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee that meets the requirements of Section 8.06, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed removed, and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a , one copy of such instrument to the Certificateholders, Guarantor and one copy to the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor TrusteeInsurer. The Majority Certificateholders (excluding any Certificates held by or the Seller, the Servicer or any Affiliate thereof) Guarantor may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer Depositor and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.088.08 hereof. As long as the Guarantee or the Certificate Insurance Policy is in effect, the Trustee will send a written notice to each of the Guarantor and the Certificate Insurer of any such resignation, removal or appointment.
Appears in 1 contract
Samples: Pooling Agreement (Harborview Mortgage Loan Trust 2006-Cb1)
Resignation or Removal of Trustee. (a) The Trustee and the Collateral Agent may at any time resign and be discharged from the trusts hereby created by giving not less than 60 days' prior written notice thereof to the DepositorServicer; provided, the Servicerhowever, the Certificate Insurer that any such resignation in either capacity shall be deemed a resignation as both Trustee and each Rating AgencyCollateral Agent. Upon receiving such notice of resignation, the Depositor Servicer with the consent of the Surety Bond Issuer (unless a Surety Bond Issuer Default shall have occurred and be continuing) shall promptly appoint a successor Trustee and Collateral Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and Collateral Agent and one copy to the successor TrusteeTrustee and Collateral Agent. If no successor Trustee and Collateral Agent shall have been so appointed and having have accepted appointment within 30 60 days after the giving of such notice of resignation, the resigning Trustee and Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Trustee. Trustee and Collateral Agent.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 19.9 and shall fail to resign after written request therefor by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingCollateral Agent. If the Depositor or the Servicer removes it shall remove the Trustee and Collateral Agent under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee trustee and collateral agent acceptable to the Surety Bond Issuer by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee and Collateral Agent so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders Collateral Agent.
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and Collateral Agent and appointment of a successor Trustee and Collateral Agent pursuant to any of the provisions of this Section 8.07 19.10 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant and Collateral Agent pursuant to Section 8.0819.11 and payment of all fees and expenses owed to the outgoing Trustee and Collateral Agent. The Servicer shall provide notice of such resignation or removal of the Trustee to each Rating Agency.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nationscredit Grantor Trust 1997-2)
Resignation or Removal of Trustee. The Trustee may at any --------------------------------- time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee; provided, however, that any such successor Trustee shall be subject to the prior written approval of the Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Depositor, the Master Servicer or the Servicer Certificate Insurer may remove the Trustee but only upon consent of Trustee. If the Depositor, the Master Servicer or the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor or the Master Servicer shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy copies of which instrument shall be delivered to the resigning Trustee so removed and one copy to the successor Trustee. The Trustee that is If the subject of such removal shall deliver Master Servicer fails to appoint a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignationremoval to the Trustee, then the Certificate Insurer Trustee being removed may appoint petition any court of competent jurisdiction for the appointment of a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08. Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the Trustee may not be removed by the Depositor or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc Home Eq Ln as Bk Cer Ser 1999-2)
Resignation or Removal of Trustee. The (a) Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Transferor shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trusteetrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 SECTION 11.6 and shall fail to resign after written request therefor by the Depositor Servicer or Transferor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the in which event Servicer may shall remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicertrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after of the giving of such notice of resignationremoval, then the Certificate Insurer removed trustee may appoint petition any court of competent jurisdiction for the appointment of a successor Trustee. The Majority Certificateholders trustee.
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 SECTION 11.7 shall not become effective until acceptance of appointment by the successor Trustee trustee as provided in Section 8.08SECTION 11.8 and any liability of Trustee arising hereunder shall survive such appointment of a successor trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (World Financial Network Credit Card Master Trust)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee 113 shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor Certificate Insurer or the Depositor, with the consent of the Certificate Insurer (so long as no Insurer Default exists) or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Depositor, the Certificate Insurer or the Master Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Depositor, Certificate Insurer or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trusteetrustee. The Majority Certificateholders may, with the prior written consent of the Certificate Insurer (excluding any Certificates held by the Sellerso long as no Insurer Default exists and is continuing), the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor, the Certificate Insurer Depositor and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, so long as no Insurer Default exists, the Trustee may not be removed by the Depositor or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Opt One Mort Accept Corp Loan Tr Asset Bk Cert Ser 1999-2)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the ServicerMaster Servicer [, the Certificate Insurer Insurer] and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee; PROVIDED, HOWEVER, that any such successor Trustee shall be subject to the prior written approval of the Master Servicer. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor [with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or the Certificate Insurer], or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor [or the Servicer Certificate Insurer] may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor [or the Servicer Certificate Insurer] removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee [(approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld)] by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08. [Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the Trustee may not be removed by the Depositor or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Household Mortgage Funding Corp Iii)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer Seller and each Rating AgencyCertificateholder. Upon receiving such notice of resignation, with the Depositor prior written consent of the Rating Agency and the Majority Certificateholders the Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 10.7 and shall fail fall to resign after written request therefor by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument , and pay all fees owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 10.8 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.0810.9 and payment of all fees and expenses owed to the outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trustee to the Rating Agency then rating the Certificates.
Appears in 1 contract
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving 30 days' prior written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, with the Depositor prior written consent of the Certificate Insurer and the Holders of Class A Certificates evidencing not less than 66-2/3% of the Class A Certificate Balance, the Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the Certificate Insurer may appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. The Trustee may be removed at any time by written demand of the Certificate Insurer delivered to the Trustee and the Servicer. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.7 and shall fail to resign after written request therefor by the Depositor 101 Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver receiver, conservator or liquidator of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Certificate Insurer shall (so long as no Insurer Default shall have occurred and be continuing), or the Servicer may (if an Insurer Default shall have occurred and be continuing) remove the Trustee but only upon consent of Trustee. If the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer or the Certificate Insurer, as the case may be, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument , and pay all fees and expenses owed to the Certificateholdersoutgoing Trustee, provided that any successor Trustee appointed by the Servicer shall be acceptable to the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the ServicerInsurer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.8 shall not become effective until acceptance of appointment by the successor Trustee as provided pursuant to Section 9.9 and payment of all fees and expenses owed to the outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trustee to each of the Rating Agencies and the Depositor. If the Trustee and the Back-up Servicer shall be the same Person and the rights and obligations of the Back-up Servicer shall have been terminated pursuant to this Section 9.8, then the Certificate Insurer (or, if an Insurer Default shall have occurred and be continuing, Holders of Class A Certificates evidencing a majority of the Class A Certificate Balance outstanding) shall have the option, by 60 days' prior notice in Section 8.08writing to the Servicer and the Trustee, to remove the Trustee, and the Certificate Insurer shall not have any liability to the Trustee, LBAC, the Depositor, the Servicer or any Certificateholder in connection with such removal.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Long Beach Holdings Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer Seller and each Rating AgencyCertificateholder. Upon receiving such notice of resignation, the Depositor Majority Certificateholders with the approval of each Rating Agency, if any, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 11.08 and shall fail to resign after written request therefor by the Depositor Seller, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Majority Certificateholders may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes Majority Certificateholders shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Majority Certificateholders with the approval of each Rating Agency, if any, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject and payment of such removal shall deliver a copy of such instrument all fees and expenses owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 11.09 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.0811.10 and payment of all fees and expenses owed to the outgoing Trustee or upon order of a court of competent jurisdiction. The Seller shall provide notice of such resignation or removal of the Trustee to each Rating Agency, if any.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Aegis Consumer Funding Group Inc)
Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving 60 days’ written notice thereof to the DepositorEmployer, and the Employer may remove the Trustee at any time by giving 60 days’ written notice to the Trustee; in either case, the Servicernotice period may be reduced to such shorter period as the Trustee and the Employer agree upon. The Trustee’s removal or resignation will be effective upon the last day of the notice period or, if later, the Certificate Insurer acceptance of the Trust by the successor Trustee. Until the effective date of the appointment of a successor Trustee (or the termination of the Trust and each Rating Agency. Upon receiving such notice complete distribution of resignationits assets), the Depositor shall promptly incumbent Trustee will have full authority and responsibility to act as Trustee hereunder.
(b) When the Trustee’s resignation or removal becomes effective, the Trustee will perform all acts necessary to transfer the assets of the Trust to its successor. However, the Trustee may reserve such portion of the trust assets as it may reasonably determine to be necessary for payment of its fees and any taxes and expenses; any balance of such reserve remaining after payment of such fees, taxes and expenses will be paid over to its successor.
(c) Resignation or removal of the Trustee will not terminate the trust. In the event of any vacancy in the position of Trustee, whether by the resignation or removal of the Trustee, the Employer will appoint a successor Trustee trustee and such appointment will become effective upon the acceptance of its office by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no the Employer does not appoint such a successor Trustee shall have been so appointed and having accepted appointment within 30 60 days after the giving of such notice of resignationresignation or removal is given, the resigning Trustee may petition any apply to a court of competent jurisdiction for such appointment or terminate the appointment of Trust and make distributions in the manner prescribed in the Plan. Each successor Trustee so appointed and accepting a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver Trusteeship hereunder will have all of the Trustee or of its property shall be appointed, or any public officer shall take charge or control rights and powers and all of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent duties and obligations of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the original Trustee under the authority provisions hereof.
(d) No Trustee will be liable or responsible for anything done or omitted to be done in the administration of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trust before it became Trustee by written instrument, in duplicate, one copy of which instrument shall or after it ceases to be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.
Appears in 1 contract
Samples: Trust Agreement (Agilysys Inc)
Resignation or Removal of Trustee. (a) The Trustee and the Collateral Agent may at any time resign and be discharged from the trusts hereby created by giving not less than 60 days' prior written notice thereof to the DepositorServicer; provided, the Servicerhowever, the Certificate Insurer that any such resignation in either capacity shall be deemed a resignation as both Trustee and each Rating AgencyCollateral Agent. Upon receiving such notice of resignation, the Depositor Servicer with the consent of the Surety Bond Issuer (unless a Surety Bond Issuer Default shall have occurred and be continuing) shall promptly appoint a successor Trustee and Collateral Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and Collateral Agent and one copy to the successor TrusteeTrustee and Collateral Agent. If no successor Trustee and Collateral Agent shall have been so appointed and having have accepted appointment within 30 60 days after the giving of such notice of resignation, the resigning Trustee and Collateral Agent may petition any court of competent jurisdiction for the appointment of a successor Trustee. Trustee and Collateral Agent.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 15.9 and shall fail to resign after written request therefor there for by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a as bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingCollateral Agent. If the Depositor or the Servicer removes it shall remove the Trustee and Collateral Agent under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee trustee and collateral agent acceptable to the Surety Bond Issuer by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee and Collateral Agent so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders Collateral Agent.
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and Collateral Agent and appointment of a successor Trustee and Collateral Agent pursuant to any of the provisions of this Section 8.07 15.10 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant and Collateral Agent pursuant to Section 8.0815.11 and payment of all fees and expenses owed to the outgoing Trustee and Collateral Agent. The Servicer shall provide notice of such resignation or removal of the Trustee to each Rating Agency.
Appears in 1 contract
Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving for any reason before a Change of Control upon written notice thereof to the DepositorCompany. After receipt of such written notice, the Servicer, Company shall appoint a successor trustee that will become Trustee upon its acceptance of the Certificate Insurer Trust. The Trustee’s resignation shall become effective upon the earlier of the date six months after such written notice is provided or the date the successor trustee is appointed by the Company and each Rating Agencyaccepts the Trust. Upon receiving such If the Company fails to deliver to the Trustee a successor’s written acceptance of trusteeship within six months of received notice of the Trustee’s resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may immediately petition any a court of competent jurisdiction at Trust expense for the appointment of a successor. Even so, the Trustee shall have no duty to find or secure the appointment of a successor Trustee. If upon its resignation pursuant to this Section 10(a).
(b) After a Change of Control, the Trustee may resign at any time and for any reason upon written notice to the Company, and, if applicable, the Independent Administrator. Such resignation shall become effective only if:
(i) The Trustee has obtained the agreement of a bank to act as successor trustee which bank is among the 100 largest banks in the United States, as measured by deposits; or
(ii) A court of competent jurisdiction has appointed a successor trustee, but only after the Trustee has used reasonable efforts to find a successor pursuant to (i) above. The Trustee shall cease continue to be eligible trustee of the Trust Fund until the new trustee is in accordance with the provisions of Section 8.06 place, and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable entitled to act, expenses and fees (including expenses incurred in finding a successor trustee or shall be adjudged petitioning a bankrupt or insolvent, or court to name a receiver successor trustee) through the later of the effective date of its resignation as Trustee or the end of its property shall be appointed, or any public officer shall take charge or control custodianship of the Trustee or Trust Fund.
(c) Prior to a Change of its property or affairs for Control, the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Company may remove the Trustee but upon 30 days written notice to the Trustee, or upon such shorter period as is acceptable to the Trustee. Such removal shall become effective, however, only upon consent the occurrence of all of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If following events:
(i) The appointment by the Depositor or the Servicer removes the Trustee under the authority Company of a successor trustee;
(ii) The acceptance of the immediately preceding sentence, Trust by the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy trustee; and
(iii) The delivery of which instrument shall be delivered to the Trustee so removed and one copy Trust Fund to the successor Trustee. The Trustee that is the subject trustee.
(d) Following a Change of such removal shall deliver a copy of such instrument to the CertificateholdersControl, the Certificate Insurer Independent Administrator, if it agrees to assume such power and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignationresponsibility, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument following the steps prescribed for the Company in (c) above.
(e) Upon designation or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor trustee, the Trustee pursuant shall transfer the Trust Fund to the successor trustee reserving such reasonable sums as the Trustee shall deem necessary to defray its expenses in settling its accounts and to pay any of its compensation due and unpaid. If the provisions sums so reserved are not sufficient for these purposes, the Trustee shall be entitled to recover the amount of this Section 8.07 shall not become effective until acceptance of appointment any deficiency from either the Company or the Trust Fund held by the successor Trustee as provided in Section 8.08trustee, or both.
Appears in 1 contract
Samples: Benefits Protection Trust Agreement (Potlatch Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, Depositor at least 30 days before the Servicer, the Certificate Insurer and each Rating Agencydate specified in such instrument. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee meeting the qualifications set forth in Section 11.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 11.1 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee meeting the qualification requirements of Section 11.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject and payment of such removal shall deliver a copy of such instrument all fees owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until all fees and expenses, including any indemnity payments, due to the outgoing Trustee have been paid and until acceptance of appointment by the successor Trustee. The Depositor shall provide notice of such resignation or removal of the Trustee as provided in Section 8.08to each of the Rating Agencies.
Appears in 1 contract
Samples: Grantor Trust Agreement (Green Tree Financial Corp)
Resignation or Removal of Trustee. The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorEmployer, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument resignation shall be delivered effective 60 days after delivery to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor TrusteeEmployer. The Trustee that is may be removed by the subject of such Employer by written notice to the Trustee, which removal shall deliver a copy of such instrument be effective 60 days after delivery to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any Upon resignation or removal of the Trustee, the Employer may appoint a successor trustee. Any such successor trustee will, upon written acceptance of his appointment, become vested with the estate, rights, powers, discretion, duties and obligations of the Trustee hereunder as if he had been originally named as Trustee in this Agreement. Upon resignation or removal of the Trustee, the Employer will no longer participate in this prototype plan and will be deemed to have adopted an individually designed plan. In such event, the Employer shall appoint a successor trustee within said 60-day period and the Trustee will transfer the assets of the Trust to the successor trustee upon receipt of sufficient evidence (such as a determination letter or opinion letter from the Internal Revenue Service or an opinion of counsel satisfactory to the Trustee) that such trust will be a qualified trust under the Code. The appointment of a successor trustee shall be accomplished by delivery to the Trustee pursuant to any of written notice that the provisions of this Section 8.07 shall not become effective until Employer has appointed such successor trustee, and written acceptance of such appointment by the successor trustee. The Trustee may, upon transfer and delivery of the Trust Fund to a successor trustee, reserve such reasonable amount as provided in Section 8.08.it shall deem necessary to provide for its fees, compensation, costs and expenses, or for the payment of any other liabilities chargeable against the Trust Fund for which it may be
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Appears in 1 contract
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the DepositorSeller, the Servicer, each Enhancement Provider, the Certificate Insurer Rating Agencies and each Rating AgencyPurchaser Representative. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trusteetrustee. Any successor Trustee shall not be an Affiliate of any Purchaser Representative so long as any Certificate Series is outstanding. The Servicer shall deliver a copy of such instrument to each Purchaser Representative. Any such appointment shall be subject to the prior written consent of each Purchaser Representative. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee Trustee, upon notice to the Seller, the Servicer and each Purchaser Representative, may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 11.6 hereof and shall fail to resign after written request therefor by the Depositor Seller, the Servicer or any Purchaser Representative, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or Seller, the Servicer may or any Purchaser Representative may, but shall not be required to, upon 10 days' prior written notice to the others, remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or then the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trusteetrustee. Any successor Trustee shall not be an Affiliate of any Purchaser Representative so long as any Certificate Series is outstanding. The Trustee that is the subject of such removal Servicer shall deliver a copy of such instrument to each Purchaser Representative. Any such appointment shall be subject to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving prior written consent of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer each Purchaser Representative and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. each Enhancement Provider.
(c) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 11.7 shall not become effective until acceptance of appointment by the successor Trustee trustee as provided in Section 8.0811.8 hereof and any liability of the Trustee arising hereunder shall survive such appointment of a successor trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Charming Shoppes Master Trust)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the ServicerSeller, the Certificate Insurer Master Servicer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee; provided, however, that any such successor Trustee shall be subject to the prior written approval of the Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. 151 158 If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.6 and shall fail to resign after written request therefor by the Depositor Depositor, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatened with respect to the Trust by any state in which the Trustee is located, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trusteetrustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the CertificateholdersImmediately upon its appointment and qualification hereunder, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed provide written notice to each Holder of a Certificate of its appointment and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trusteequalification. The Majority Certificateholders (excluding any Holders of Certificates held by the Seller, the Servicer or any Affiliate thereof) evidencing Percentage Interests aggregating at least 51% may at any time remove the Trustee by written instrument or instruments delivered to the Depositor, the Master Servicer, the Depositor, the Certificate Insurer Seller and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its their best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.7 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Union Residential Securitization Transactions Inc)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer Seller and each Rating AgencyCertificateholder. Upon receiving such notice of resignation, with the Depositor prior written consent of the Rating Agency and the Majority Certificateholders the Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 10.7 and shall fail to resign after written request therefor by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument , and pay all fees owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 10.8 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.0810.9 and payment of all fees and expenses owed to the outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trustee to the Rating Agency then rating the Certificates.
Appears in 1 contract
Resignation or Removal of Trustee. The Trustee (including the Trustee as Certificate Registrar) may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the Trustee, the Depositor, the Servicer, Seller and the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignationresignation of the Trustee, the Depositor shall promptly appoint a successor Trustee that meets the requirements in Section 8.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor hereof or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee that meets the requirements of Section 8.06, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the Trustee so removed removed, and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer Depositor and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor or the Trustee shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.088.08 hereof.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (HarborView Mortgage Loan Trust 2005-3)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Transferor, the Depositor, the Servicer, the Certificate Insurer Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, Trustee (who shall deliver a copy to the Certificate Insurer Servicer) and one copy to the successor Trustee; provided, however, that any such successor Trustee shall be subject to the prior written approval of the Transferor. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor Transferor or the Credit Enhancer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatens with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located (which tax cannot be vacated by the appointment of a co-Trustee or separate trustee pursuant to Section 9.10), then the Depositor Transferor or the Servicer Credit Enhancer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Transferor or the Servicer Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject Holders of such removal shall deliver a copy Investor Certificates evidencing Percentage Interests aggregating over 50% of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any all Investor Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer Transferor and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor Transferor shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc One Abs Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance accxxxxxxx with the provisions of Section 8.06 11.09 and shall fail to resign after written request therefor by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation conservation, or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes it shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal and shall deliver a copy of such instrument promptly pay all fees owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 11.10 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.0811.11 and payment of all fees and expenses owed and any other amounts due hereunder to the outgoing Trustee. The Servicer shall provide notice of such resignation or removal of the Trustee to each of the rating agencies then rating the Certificates.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nissan Auto Receivables Corp /De)
Resignation or Removal of Trustee. The (a) Subject to paragraph (c) below, the Trustee may at any time resign and be discharged from the trusts trust hereby created by giving written notice thereof to the DepositorCompany, the Servicer, Servicer and the Certificate Insurer and each Rating AgencyAgencies. Upon receiving such notice of resignation, the Depositor Company shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trusteetrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee acceptable to the Company (which acceptance will not unreasonably be withheld); PROVIDED that such right of the Company to approve a successor trustee shall terminate upon the occurrence of an Early Amortization Event.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 8.6 hereof and shall fail to resign after written request therefor by the Depositor Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Company may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders trustee.
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 8.7 shall not become effective until acceptance of appointment by the successor trustee as provided in Section 8.8.
(d) The obligations of the Company described in Section 8.5 hereof and the obligations of the Servicer described in Section 8.5 hereof and Section 5.2 of the Servicing Agreement shall survive the removal or resignation of the Trustee as provided in Section 8.08this Agreement.
(e) No Trustee under this Agreement shall be personally liable for any action or omission of any successor trustee.
Appears in 1 contract
Resignation or Removal of Trustee. (OR CUSTODIAN) The Trustee (or Custodian, if applicable) may resign at any time resign and be discharged from by giving 30 days advance written notice to the trusts hereby created Employer. The resignation shall become effective 30 days after receipt of such notice unless a shorter period is agreed upon. The Employer may remove any Trustee (or Custodian) at any time by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer such Trustee (or Custodian) and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument removal shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within effective 30 days after the giving receipt of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of unless a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and shorter period is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trusteeagreed upon. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee Employer shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts power to appoint a successor Trustee (or Custodian). Upon such resignation or removal, if the resigning or removed Trustee (or Custodian) is the sole Trustee (or Custodian), he or she shall transfer all of the assets of the Fund then held by such Trustee (or Custodian) as expeditiously as possible to the successor Trustee (or Custodian) after paying or reserving such reasonable amount as he or she shall deem necessary to provide for the expense in accordance with the settlement of the accounts and the amount of any compensation due him or her and any sums chargeable against the Fund for which he or she may be liable. If the Funds as reserved are not sufficient for such purpose, then he or she shall be entitled to reimbursement from the successor Trustee (or Custodian) out of the assets in the successor Trustee's (or Custodian's) hand under this SectionPlan. If the amount reserved shall be in excess of the amount actually needed, the former Trustee (or Custodian) shall return such excess to the successor Trustee (or Custodian). Upon receipt of the transferred assets, the successor Trustee (or Custodian) shall thereupon succeed to all of the powers and responsibilities given to the Trustee (or Custodian) by this Plan. The resigning or removed Trustee (or Custodian) shall render an accounting to the Employer and unless objected to by the Employer within 30 days of its receipt, the accounting shall be deemed to have been approved and the resigning or removed Trustee (or Custodian) shall be released and discharged as to all matters set forth in the accounting. Where a financial organization is serving as Trustee (or Custodian) and it is merged with or bought by another organization (or comes under the control of any federal or state agency), that organization shall serve as the successor Trustee (or Custodian) of this Plan, but only if it is the subject type of such removal shall deliver organization that can so serve under applicable law. Where the Trustee or Custodian is serving as a copy of such instrument nonbank trustee or custodian pursuant to the Certificateholders and the Servicer. Any resignation or removal Section 1.401-12(n) of the Trustee and appointment of Income Tax Regulations, the Employer will appoint a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment (or Custodian) upon notification by the successor Commissioner of Internal Revenue that such substitution is required because the Trustee (or Custodian) has failed to comply with the requirements of Section 1.401-12(n) or is not keeping such records or making such returns or rendering such statements as provided in Section 8.08are required by forms or regulations.
Appears in 1 contract
Samples: Basic Plan Document (Nabi /De/)
Resignation or Removal of Trustee. The (a) Trustee may at any time (a) resign and be discharged from the trusts hereby created its obligations hereunder by giving 30 days prior written notice thereof to the DepositorTransferor, the Servicer, the Certificate Insurer Verification Company, the Investor Certificateholders and each Rating Agencythe Required Person or (b) be removed and discharged from its obligations hereunder by the Required Person giving 10 days' prior written notice thereof to Transferor, Servicer, the Investor Certificateholders and Trustee. Upon receiving such the notice of resignationresignation or removal, the Depositor Transferor shall promptly appoint a successor Trustee who meets the eligibility requirements set forth in Section 11.5 by written instrument, in duplicate, one copy of which instrument shall be ------------ delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having shall have accepted appointment within 30 days after the giving of such the notice of resignationresignation or within 10 days after the giving of the notice of removal, the resigning Trustee or removed Trustee, upon notice to the Required Person, may petition any court of competent jurisdiction for the appointment of to appoint a successor Trustee. .
(b) If at any time the Trustee shall cease to be eligible to be Trustee hereunder in accordance with the provisions of Section 8.06 11.5 hereof and shall ------------ fail to resign promptly after its receipt of a written request therefor by the Depositor Required Person, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or if a receiver of the for Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Transferor may remove Trustee and, subject to the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor Required Person (which consent shall not be unreasonably withheld or the Servicer removes the Trustee under the authority of the immediately preceding sentencedelayed), the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders .
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 section shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.0811.7 hereof. Any resignation or removal of Trustee, when effective, ------------ shall terminate Trustee in all capacities under the Transaction Documents.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Healthcare Financial Partners Inc)
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving written notice thereof to the DepositorSeller, the Servicer, each Enhancement Provider, the Certificate Insurer Rating Agencies and each Rating AgencyPurchaser Representative. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trusteetrustee. Any successor Trustee shall not be an Affiliate of any Purchaser Representative so long as any Certificate Series is outstanding. The Servicer shall deliver a copy of such instrument to each Purchaser Representative. Any such appointment shall be subject to the prior written consent of each Purchaser Representative. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee Trustee, upon notice to the Seller, the Servicer and each Purchaser Representative, may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 11.6 hereof and shall fail to resign after written request therefor by the Depositor Seller, the Servicer or any Purchaser Representative, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or Seller, the Servicer may or any Purchaser Representative may, but shall not be required to, upon 10 days’ prior written notice to the others, remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or then the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trusteetrustee. Any successor Trustee shall not be an Affiliate of any Purchaser Representative so long as any Certificate Series is outstanding. The Trustee that is the subject of such removal Servicer shall deliver a copy of such instrument to each Purchaser Representative. Any such appointment shall be subject to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving prior written consent of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer each Purchaser Representative and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. each Enhancement Provider.
(c) Any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 11.7 shall not become effective until acceptance of appointment by the successor Trustee trustee as provided in Section 8.0811.8 hereof and any liability of the Trustee arising hereunder shall survive such appointment of a successor trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Alliance Data Systems Corp)
Resignation or Removal of Trustee. The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving with or without cause upon written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating AgencyResponsible Individual. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within Resignation will take effect 30 days after the giving of date such notice of resignationis sent, the resigning unless a suc- cessor Trustee is duly appointed before that date. The Trustee may petition be removed at any court time with or without cause by the Responsible Individual on 30 days’ written notice to the Trustee. Such effective date may be changed upon writ- ten mutual agreement. The Responsible Individual’s notice of competent jurisdiction for removal of the Trustee, to be effective, must include notice of the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions Xxxxxxx and a written acceptance of Section 8.06 and shall fail to resign after written request therefor such appointment by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The If, by the effective date of either the Trustee’s res- ignation, removal, or such longer time as the Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholdersmay agree to, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so Responsible Individual has not appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee which has duly accepted such appoint- ment, the Trustee shall terminate the Trust Account, which shall be effected by distributing all assets in accordance with this Section. The Trustee that is the subject of such removal shall deliver Trust Account in a copy of such instrument single sum, in cash or in kind, to the Certificateholders and Responsible Individual, subject to the ServicerTrustee’s right to reserve funds as provided herein. Any Upon the resignation or removal of the Trustee and appointment or termination, the Trustee shall be entitled to deduct from the Trust such reasonable amount as it deems necessary to provide for expenses in the set- tlement of its account, the amount of compensation due to it, and/or any taxes or other sums chargeable against the Trust for which it may be liable. If the Trust is not sufficient for such purposes, the Trustee shall have the right to a successor Trustee pursuant to any set- tlement of its account, which, at the option of the provisions Trustee, may be by judicial settlement in an action the Trustee insti- tutes in a court of this Section 8.07 competent jurisdiction; or by a settlement agreement between the Trustee and the Responsible Individual. Upon settlement, all right, title and interest of the Trustee in the assets of the Trust shall not become effective until acceptance vest in the succes- sor Trustee. At that time, all future liability of appointment by the Trustee shall terminate under the Trust; provided, however, the Trustee shall execute, acknowledge and deliver all docu- ments and written instruments necessary to transfer and convey the right, title and interest in the assets of the Trust, to the successor Trustee as provided in Section 8.08Trustee.
Appears in 1 contract
Samples: Coverdell Education Savings Account Trust Agreement
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Master Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Master Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Master Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Indymac Residential Mortgage-Backed Trust, Series 2005-L1)
Resignation or Removal of Trustee. The (a) Any Trustee may resign at any time resign and be discharged from the trusts hereby created by giving 60 days' written notice thereof to the DepositorSponsor, and the Sponsor may remove any Trustee at any time by giving 60 days' written notice to the Trustee; in either case, the Servicernotice period may be reduced to such shorter period as the Trustee and the Sponsor agree upon. The Trustee's removal or resignation will be effective upon the last day of the notice period or, if later, the Certificate Insurer and each Rating Agency. Upon receiving such notice acceptance of resignation, the Depositor shall promptly appoint a successor Trustee Trust by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no Until the effective date of the appointment of a successor Trustee shall (or the termination of the Trust and complete distribution of its assets), the incumbent Trustee will have been so appointed full authority and having accepted responsibility to act as Trustee hereunder.
(b) When the Trustee's resignation or removal becomes effective, the Trustee will perform all acts necessary to transfer the assets of the Trust to its successor. However, the Trustee may reserve such portion of the trust assets as it may reasonably determine to be necessary for payment of its fees and any taxes and expenses; any balance of such reserve remaining after payment of such fees, taxes and expenses will be paid over to its successor.
(c) Resignation or removal of the Trustee will not terminate the trust. In the event of any vacancy in the position of Trustee, whether by the resignation or removal of the Trustee, the Sponsor will appoint a successor trustee and such appointment will become effective upon the acceptance of its office by the successor trustee. If the Sponsor does not appoint such a successor within 30 60 days after the giving of such notice of resignationresignation or removal is given, the resigning Trustee may petition any apply to a court of competent jurisdiction for such appointment or terminate the appointment of a successor TrusteeTrust and make distributions in the manner prescribed in the Plan. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a Each successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint accepting a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent Trusteeship hereunder will have all of the Certificate Insurer if no Certificate Insurer Default has occurred rights and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders powers and the Servicer. Any resignation or removal all of the Trustee duties and appointment of a successor Trustee pursuant to any obligations of the original trustee under the provisions hereof.
(d) No trustee will be liable or responsible for anything done or omitted to be done in the administration of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trust before it became Trustee as provided in Section 8.08or after it ceases to be Trustee.
Appears in 1 contract
Samples: Trust Agreement (Saks Inc)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving ten days written notice thereof to each of the Depositor, the Servicer, the Certificate Insurer and each Rating AgencyOwners. Upon receiving such notice of resignation, resignation the Depositor Owners shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer resign- ing Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor Owners or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or of affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Owners may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes Owners shall remove the Trustee under the authority of the immediately preceding sentence, the Depositor Owners shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject and payment of such removal shall deliver a copy of such instrument all fees, expenses and other amounts owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.1 shall not become effective until acceptance of appointment by the successor Trustee as provided in pursuant to Section 8.089.2 and payment of all fees, expenses and other amounts owed to the outgoing Trustee, at which time the retiring Trustee will be fully discharged of its duties and liabilities hereunder, except for liabilities arising prior to the date of such resignation or removal.
Appears in 1 contract
Samples: Unanimous Shareholders Agreement (Installations & Hirings LTD)
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created its obligations hereunder by giving 30 days' written notice thereof to the DepositorBorrower, the ServicerInvestor Agents, the Certificate Insurer Program Agent and each Rating Agencythe Collection Agent. Upon receiving such notice of resignation, the Depositor Collection Agent shall promptly appoint a successor Trustee trustee acceptable to the Investor Agents and the Program Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trusteetrustee. If no successor Trustee trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning 103 Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 12.06 and shall fail to resign after written request therefor by the Depositor Collection Agent or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt as bankruptcy or insolvent, or if a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Collection Agent may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee trustee acceptable to the Agent by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The trustee.
(c) If at any time the Trustee that is shall fail to perform its obligations under this Agreement, the subject of such removal shall deliver Agent may remove the Trustee and direct the Collection Agent to promptly appoint a successor trustee acceptable to the Investor Agents and the Program Agent by written instrument, in duplicate, one copy of such which instrument shall be delivered to the Certificateholders, Trustee so removed and one copy to the Certificate Insurer successor trustee; provided that if all other procedures fail and the Servicer. If no a successor Trustee shall have been so appointed and having trustee has not accepted an appointment pursuant to this Section 12.07(c) within 30 days after the giving Trustee shall have received notice from the Agent of its intention to remove such notice Trustee, the Trustee may petition any court of resignation, then competent jurisdiction for the Certificate Insurer may appoint appointment of a successor Trustee. The Majority Certificateholders trustee.
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofd) may at any time remove the Trustee by written instrument or instruments delivered Notwithstanding anything herein to the Servicercontrary, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any any resignation or removal of the Trustee and appointment of a successor Trustee trustee pursuant to any of the provisions of this Section 8.07 12.07 shall not become effective until acceptance of appointment by the successor Trustee trustee as provided in Section 8.0812.08.
Appears in 1 contract
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Transferor, the Depositor, the Servicer, the Certificate Insurer Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, Trustee (who shall deliver a copy to the Certificate Insurer Servicer) and one copy to the successor Trustee; provided, however, that any such successor Trustee shall be subject to the prior written approval of the Transferor. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor Transferor or the Credit Enhancer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatens with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located (which tax cannot be vacated by the appointment of a co-Trustee or separate trustee pursuant to Section 9.10), then the Depositor Transferor or the Servicer Credit Enhancer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Transferor or the Servicer Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc One Abs Corp)
Resignation or Removal of Trustee. The Trustee may at any --------------------------------- time resign and be discharged from the trusts hereby created by giving written notice thereof to the Transferor, the Depositor, the Servicer, the Certificate Insurer Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, Trustee (who shall deliver a copy to the Certificate Insurer Servicer) and one copy to the successor Trustee; provided, however, that any such -------- ------- successor Trustee shall be subject to the prior written approval of the Transferor. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor Transferor or the Credit Enhancer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located (which tax cannot be vacated by the appointment of a co-Trustee or separate trustee pursuant to Section 9.10), then the Depositor Transferor or the Servicer Credit Enhancer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Transferor or the Servicer Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trusteetrustee. The Trustee that is the subject Holders of such removal shall deliver a copy Investor Certificates evidencing Percentage Interests aggregating over 50% of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any all Investor Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer Transferor and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor Transferor shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Financial Asset Securities Corp)
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts trust hereby created by giving 60 days prior written notice thereof to the DepositorIssuer, the Servicer, the Certificate Insurer Noteholders and each Rating Agency. Upon receiving such notice of resignation, the Depositor Issuer shall promptly arrange to appoint a successor trustee meeting the requirements of Section 13.6 and the Servicer shall notify the Trustee and each Rating Agency of such appointment by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, a successor Trustee shall be appointed by Majority Facility Investors. The successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the Trustee. If no successor Trustee shall have been so appointed by the Issuer or the Noteholders and shall have accepted appointment in the manner hereinafter provided, any Noteholder, on behalf of itself and all others similarly situated, or the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 13.6 and shall fail to resign after written request therefor by the Depositor Issuer or the Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Issuer, the Servicer or the Servicer Majority Facility Investors may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders .
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at At any time the Majority Facility Investors may remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to promptly appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a by written instrument, one copy of such which instrument shall be delivered to the Certificateholders Trustee so removed and one copy to the Servicer. successor Trustee.
(d) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 13.7 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08.13.8. 108
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Wyndham Worldwide Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the DepositorTransferor and the Certificate Insurer, provided, however, that, for so long as the Trust holds -------- ------- Trust Balances of one or more Common Mortgage Loans, in such event the Trustee shall simultaneously resign and be discharged from the trusts created by the Prior Trust Pooling and Servicing Agreements applicable to such Common Mortgage Loans. For so long as the Trust holds Trust Balances of one or more Common Mortgage Loans, the Servicer, Trustee shall resign and be discharged from the Certificate Insurer and each Rating Agencytrusts created hereby if it is no longer serving as the Prior Trust Trustee with respect to such Common Mortgage Loans. Upon receiving such notice of resignation, the Depositor Transferor, with the written consent of the Certificate Insurer, shall promptly appoint a successor Trustee, except that, for so long as the Trust holds Trust Balances of one or more Common Mortgage Loans, the Transferor shall promptly appoint as successor Trustee the Person then serving, or designated to serve, as the Prior Trust Trustee with respect to such Common Mortgage Loans. Such appointment shall be by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. Any such successor Trustee shall be approved in writing by the Servicer, which shall not withhold such approval if the proposed successor Trustee satisfies the eligibility requirements set forth herein. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.6 and shall fail to resign after written request therefor by the Depositor Transferor or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Transferor may remove the Trustee, provided, however, that, for -------- ------- so long as the Trust holds Trust Balances of one or more Common Mortgage Loans, the Trustee but only upon consent of is no longer serving as the Certificate Insurer if no Certificate Insurer default has occurred and is continuingPrior Trust Trustee with respect to such Common Mortgage Loans. If the Depositor or the Servicer Transferor removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee, except that, for so long as the Trust holds Trust Balances of one or more Common Mortgage Loans, the Transferor shall promptly appoint as successor Trustee the Person then serving, or designated to serve, as the Prior Trust Trustee with respect to such Common Mortgage Loans. Such appointment will be by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a A copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments be delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the ServicerInsurer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.7 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.8.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Capitol Revolving Home Equity Loan Trust 1996-1)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Master Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor Certificate Insurer of the Depositor, with the consent of the Certificate Insurer (so long as no Insurer Default exists) or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor Depositor, the Certificate Insurer or the Master Servicer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Depositor, Certificate Insurer or the Master Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee (approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trusteetrustee. The Majority Certificateholders may, with the prior written consent of the Certificate Insurer (excluding any Certificates held by the Sellerso long as no Insurer Default exists and is continuing), the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Master Servicer, the Depositor, the Certificate Insurer Depositor and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingTrustee; the Depositor shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08. Notwithstanding anything to the contrary contained herein, so long as no Insurer Default exists, the Trustee may not be removed by the Depositor or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (United Panam Financial Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Transferor, the Depositor, the Servicer, the Certificate Insurer Credit Enhancer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, so long as such approval is not unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, Trustee (who shall deliver a copy to the Certificate Insurer Servicer) and one copy to the successor Trustee; provided, however, that any such successor Trustee shall be subject to the prior written approval of the Transferor. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor Transferor or the Credit Enhancer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if a tax is imposed or threatened with respect to the Trust Fund by any state in which the Trustee or the Trust Fund is located (which tax cannot be vacated by the appointment of a co-Trustee or separate trustee pursuant to Section 9.10), then the Depositor Transferor or the Servicer Credit Enhancer may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor Transferor or the Servicer Credit Enhancer removes the Trustee under the authority of the immediately preceding sentence, the Depositor Transferor shall promptly appoint a successor Trustee (approved in writing by the Credit Enhancer, which approval shall not be unreasonably withheld) by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject Holders of such removal shall deliver a copy Investor Certificates evidencing Percentage Interests aggregating more than 50% of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any all Investor Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer Transferor and the Trustee but only upon consent of Trustee, and the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor Transferor shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the ServicerSection 9.07. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Banc One Abs Corp)
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts Trust hereby created by giving 30 days' written notice thereof to the Depositor[Master Administrator], the [Master Servicer], the Servicer, the Certificate Insurer Sponsor and each the Rating Agency. Upon receiving such notice of resignation, the Depositor [Master Administrator] shall promptly appoint a successor Trustee by written instrument, in duplicatequintuplicate, one copy counterpart of which instrument shall be delivered to each of the resigning TrusteeSponsor, the Certificate Insurer [Master Servicer], the Servicer, the successor Trustee and one the predecessor Trustee. A copy of such instrument shall be delivered to the successor TrusteeRating Agency. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 10.07 and shall fail to resign after written request therefor by the Depositor [Master Administrator], or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer [Master Administrator] may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer it removes the Trustee under the authority of the immediately preceding sentence, the Depositor [Master Administrator] shall promptly appoint a successor Trustee by written instrument, in duplicatequintuplicate, one copy counterpart of which instrument shall be delivered to each of the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the CertificateholdersSponsor, the Certificate Insurer and the [Master Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation], then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer successor Trustee and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Sectionpredecessor Trustee. The Trustee that is the subject of such removal shall deliver a copy Copies of such instrument shall also be delivered by the [Master Administrator] to the Certificateholders and the Servicer. Rating Agency.
(c) Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 10.08 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.0810.09.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Advanta Auto Finance Corp)
Resignation or Removal of Trustee. The Trustee may at any --------------------------------- time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer Administrator and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee; provided, however, that any such successor -------- ------- Trustee shall be subject to the prior written approval of the Servicer and the Certificate Administrator. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor or the Certificate Insurer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove Servicer, with the Trustee but only upon written consent of the Certificate Insurer if no or the Certificate Insurer default has occurred and is continuingmay remove the Trustee. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed removed, one copy to the Certificate Insurer and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicertrustee. If no successor Trustee trustee approved in writing by the Certificate Insurer shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignationremoval, then the Trustee so removed may petition any court of competent jurisdiction for the appointment of a successor trustee. The Holders of Certificates evidencing Percentage Interests aggregating over 50% of all Certificates, with the written consent of the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the SellerInsurer, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer Administrator, the Trustee and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuingInsurer; the Depositor shall thereupon use its best efforts to appoint a successor Trustee trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 9.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Norwest Asset Acceptance Corp)
Resignation or Removal of Trustee. (a) The Trustee may at any time resign and be discharged from the trusts hereby created by this Agreement by giving at least 30 days' prior written notice thereof to the Depositor, Servicer and the Servicer, the Certificate Insurer and each Rating AgencyNoteholders. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee acceptable to the Noteholders by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. .
(b) If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.09, or shall breach its representations or duties hereunder in any material respect, and shall fail to resign after written request therefor by the Depositor Servicer, or the Controlling Party, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer -105- Controlling Party may remove the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuingTrustee. If the Depositor or the Servicer removes the Trustee is removed under the authority of the immediately preceding sentence, the Depositor Servicer shall promptly appoint a successor Trustee acceptable to the Controlling Party, by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument , and pay all fees owed to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor outgoing Trustee. The Majority Certificateholders .
(excluding any Certificates held by the Seller, the Servicer or any Affiliate thereofc) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.11. The Servicer shall give the Rating Agency, the Placement Agent and the Noteholders notice of any such resignation or removal of the Trustee and appointment and acceptance of a successor Trustee.
Appears in 1 contract
Samples: Indenture and Servicing Agreement (Creditrust Corp)
Resignation or Removal of Trustee. (a) The Trustee may resign at any time resign and be discharged from the trusts hereby created by giving for any reason before a Change of Control upon written notice thereof to the DepositorCompany. After receipt of such written notice, the Servicer, Company shall appoint a successor trustee that will become Trustee upon its acceptance of the Certificate Insurer Trust. The Trustee's resignation shall become effective upon the earlier of the date six months after such written notice is provided or the date the successor trustee is appointed by the Company and each Rating Agencyaccepts the Trust. Upon receiving such If the Company fails to deliver to the Trustee a successor's written acceptance of ownership within six months of received notice of the Trustee's resignation, the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may immediately petition any a court of competent jurisdiction at Trust expense for the appointment of a successor. Even so, the Trustee shall have no duty to find or secure the appointment of a successor Trustee. If upon its resignation pursuant to this Section 1O(a).
(b) After a Change of Control, the Trustee may resign at any time and for any reason upon written notice to the Company. Such resignation shall become effective only if:
(i) The Trustee has obtained the agreement of a bank to act as successor trustee which bank is among the 100 largest banks in the United States, as measured by deposits; or 140679119.2
(ii) A court of competent jurisdiction has appointed a successor trustee, but only after the Trustee has used reasonable efforts to find a successor pursuant to (i) above. The Trustee shall cease continue to be eligible trustee of the Trust Fund until the new trustee is in accordance with the provisions of Section 8.06 place, and shall fail to resign after written request therefor by the Depositor or if at any time the Trustee shall be legally unable entitled to act, expenses and fees (including expenses incurred in finding a successor trustee or shall be adjudged petitioning a bankrupt or insolvent, or court to name a receiver successor trustee) through the later of the effective date of its resignation as Trustee or the end of its property shall be appointed, or any public officer shall take charge or control custodianship of the Trustee or Trust Fund.
(c) Prior to a Change of its property or affairs for Control, the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer Company may remove the Trustee but upon 30 days written notice to the Trustee, or upon such shorter period as is acceptable to the Trustee. Such removal shall become effective, however, only upon consent the occurrence of all of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If following events:
(i) The appointment by the Depositor or the Servicer removes the Trustee under the authority Company of a successor trustee;
(ii) The acceptance of the immediately preceding sentence, Trust by the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy trustee; and
(iii) The delivery of which instrument shall be delivered to the Trustee so removed and one copy Trust Fund to the successor Trusteetrustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer Upon designation or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor trustee, the Trustee pursuant shall transfer the Trust Fund to the successor trustee reserving such reasonable sums as the Trustee shall deem necessary to defray its expenses in settling its accounts and to pay any of its compensation due and unpaid. If the provisions sums so reserved are not sufficient for these purposes, the Trustee shall be entitled to recover the amount of this Section 8.07 shall not become effective until acceptance of appointment any deficiency from either the Company or the Trust Fund held by the successor Trustee as provided in Section 8.08trustee, or both.
Appears in 1 contract
Samples: Benefits Protection Trust Agreement (Potlatchdeltic Corp)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating AgencyTransferor. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee; provided, however, that, (i) such appointment does not result in a reduction or withdrawal of the then current rating of the Investor Certificates, and (ii) so long as such consent is not unreasonably withheld, the Certificate Insurer consents to such appointment. The Servicer shall make a good faith effort to appoint a successor within 30 days of its receipt of such notice. If the Servicer does not appoint a successor Trustee within such 30 day period and it is not making a good faith effort to appoint a successor Trustee, then the Certificate Insurer may appoint a successor Trustee. The Servicer shall indemnify the Trustee for any loss, liability, or expense incurred as a result of the Servicer's failure to make a good faith effort to appoint a successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor Transferor, (ii) the Transferor has delivered to the Trustee a letter from any Rating Agency to the effect that the rating of the Investor Certificates has been or is about to be reduced or withdrawn on account of a reduction in the long-term credit rating of the Trustee or the parent of the Trustee (if at (a) the Trustee proposes to the Transferor and the Servicer to enter into an agreement with the Trustee and the Transferor and the Servicer, each in its sole discretion, elect to enter into such agreement and (b) such agreement is consented to by the Certificate Insurer and is satisfactory to the Rating Agencies without resulting in a reduction in or withdrawal of any time rating of the Investor Certificates, then upon the execution and delivery of such agreement the Transferor shall not request such resignation pursuant to this clause (ii)) and the Trustee shall be legally unable fail to actresign after written request therefor by the Transferor, or (iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or Transferor or, in the case of clause (ii) above, the Servicer may remove the Trustee but only upon and appoint a successor trustee, subject to the following paragraph and to the consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentenceto such appointment (which consent shall not be unreasonably withheld), the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicer. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.08trustee.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MLCC Mortgage Investors Inc)
Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Certificate Insurer and each Rating Agency. Upon receiving such notice of resignation, the Depositor Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee, the Certificate Insurer Trustee and one copy to the successor Trustee; provided, however, that (i) such appointment does not result in a reduction or withdrawal of the then current rating of the Certificates and (ii) so long as such consent is not unreasonably withheld, the Certificate Insurer consents to such appointment. The Servicer shall make a good faith effort to appoint a successor within 30 days of its receipt of such notice. If the Servicer does not appoint a successor Trustee within such 30 day period and it is not making a good faith effort to appoint a successor Trustee, then the Certificate Insurer may appoint a successor Trustee. The Servicer shall indemnify the Trustee for any loss, liability, or expense incurred as a result of the Servicer's failure to make a good faith effort to appoint a successor Trustee. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.06 9.06 and shall fail to resign after written request therefor by the Depositor Servicer, (ii) the Servicer has delivered to the Trustee a letter from any Rating Agency to the effect that the rating of the Certificates has been or is about to be reduced or withdrawn on account of a reduction in the long-term credit rating of the Trustee or the parent of the Trustee (provided that if at (a) the Trustee proposes to the Servicer to enter into an agreement with the Trustee and the Servicer, in its sole discretion, elects to enter into such agreement and (b) such agreement is consented to by the Certificate Insurer (which consent shall not be unreasonably withheld) and is satisfactory to the Rating Agencies without resulting in a reduction in or withdrawal of any time rating of the Certificates, then upon the execution and delivery of such agreement the Servicer shall not request such resignation pursuant to this clause (ii)) and the Trustee shall be legally unable fail to actresign after written request therefor by the Servicer, or (iii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or all or substantially all of its property shall be appointed, or any public officer shall take charge or control of the Trustee or all or substantially all of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the Servicer may remove the Trustee but only upon and appoint a successor trustee, subject to the following paragraph and to the consent of the Certificate Insurer if no Certificate Insurer default has occurred and is continuing. If the Depositor or the Servicer removes the Trustee under the authority of the immediately preceding sentenceto such appointment (which consent shall not be unreasonably withheld), the Depositor shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders, the Certificate Insurer and the Servicer. If no successor Trustee shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, then the Certificate Insurer may appoint a successor Trustee. The Majority Certificateholders (excluding any Certificates held by the Seller, the Servicer or any Affiliate thereof) may at any time remove the Trustee by written instrument or instruments delivered to the Servicer, the Depositor, the Certificate Insurer and the Trustee but only upon consent of the Certificate Insurer if no Certificate Insurer Default has occurred and is continuing; the Depositor shall thereupon use its best efforts to appoint a successor Trustee in accordance with this Section. The Trustee that is the subject of such removal shall deliver a copy of such instrument to the Certificateholders and the Servicertrustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee as provided in Section 8.089.08.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Merrill Lynch Mort Inves Inc Providian Home Eq Ln Tr 1999-1)