Securitization Trustee. If approval of any 1998-C SUBI Beneficiary is required, any such consent shall be conclusive and binding on such Beneficiary and on all future Beneficiaries hereof whether or not notation of such consent is made upon this 1998-C SUBI Certificate. As provided in the Titling Trust Agreement and the 1998-C SUBI Supplement, this 1998-C SUBI Insurance Certificate and the underlying interests represented hereby may not be transferred or assigned, except in accordance with the provisions thereof. Prior to due presentation of this 1998-C SUBI Insurance Certificate for registration of a permitted transfer, the Titling Trustee, the certificate registrar and any of their respective agents may treat the person or entity in whose name this 1998-C SUBI Insurance Certificate is registered as the owner hereof for the purpose of receiving distributions and for all other purposes, and, except as provided for in the Titling Trust Agreement, neither the Titling Trustee, the certificate registrar nor any such agent shall be affected by any notice to the contrary. Unless this 1998-C SUBI Insurance Certificate shall have been executed by an authorized officer of the Titling Trustee, by manual signature, this 1998-C SUBI Insurance Certificate shall not entitle the holder hereof to any benefit under the Titling Trust Agreement or the 1998-C SUBI Supplement or be valid for any purpose.

Securitization Trustee. If for any reason the Reserve Fund is no longer an Eligible Account, the 1998-C Securitization Trustee shall promptly cause the Reserve Fund to be moved to another institution or otherwise changed so that the Reserve Fund becomes an Eligible Account. All amounts held in the Reserve Fund shall be invested by the 1998-C Securitization Trustee, as directed in writing by the Servicer pursuant to Section 4.02(j) of the 1998-C SUBI Servicing Supplement, in Permitted Investments. Earnings on investment of funds in the Reserve Fund shall be paid to the Transferor on each Monthly Allocation Date, subject to Section 3.01(h)(ii), and losses and any investment expenses shall be charged against the funds on deposit therein. The 1998-C Securitization Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The 1998-C Securitization Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions.

Securitization Trustee. If for any reason the 1997-A SUBI Certificateholders' Account is no longer an Eligible Account, the 1997-A Securitization Trustee shall promptly cause the 1997-A SUBI Certificateholders' Account to be moved to another institution or otherwise changed so that the 1997-A SUBI Certificateholders' Account becomes an Eligible Account. Pursuant to Section 4.02(j) of the 1997-A Servicing Supplement, the Servicer shall direct the 1997-A Securitization Trustee to cause the funds in the 1997-A SUBI Certificateholders' Account to be invested in Permitted Investments bearing interest at the applicable Required Rates, which are expected to be TMCC Demand Notes so long as the TMCC Demand Notes are Permitted Investments. Such Permitted Investments shall mature in such a manner that the amount required to be distributed on the next succeeding Certificate Payment Date will be available on the Deposit Date preceding such next succeeding Certificate Payment Date. To the extent that a Monthly Payment Event Occurrence occurs, the 1997-A Securitization Trustee shall exercise the demand feature in the TMCC Demand Notes so as to have funds available on the next succeeding Certificate Payment Date. All amounts held in the 1997-A SUBI Certificateholders= Account shall be invested by the 1997-A Securitization Trustee in Permitted Investments at the direction of the Servicer until distributed or otherwise applied in accordance with the 1997-A Securitization Trust Agreement (including investment overnight from the Deposit Date on which any Permitted Investment matures to the related Monthly Allocation Date). Earnings (net of investment losses) on the investment of funds in the 1997-A SUBI Certificateholders' Account shall be part of Available Interest. Such net earnings need not be withdrawn from the 1997-A SUBI Certificateholders' Account and redeposited as Available Interest, but may be retained in the 1997-A SUBI Certificateholders' Account and applied as provided in this 1997-A Securitization Trust Agreement.

Securitization Trustee. This 1998-C SUBI Certificate is subject to the terms, provisions and conditions of the Titling Trust Agreement and the 1998-C SUBI Supplement, to which agreements any Beneficiary of this 1998-C SUBI Certificate or any interest herein by virtue of the acceptance hereof or of any interest herein hereby assents and by which such SUBI Beneficiary is bound. Also issued or to be issued under the Titling Trust Agreement are various other series of certificates evidencing undivided interests in other Sub-Trusts of the Titling Trust. A single UTI Certificate, representing 100% of the beneficial interests in the UTI, has been issued to the UTI Beneficiary and the 1997-A SUBI Certificate, representing 100% of the beneficial interests in the 1997-A SUBI and the 1997-A SUBI Sub-Trust, has been issued on or before the date of the initial issue of this 1998-C SUBI Certificate. SUBI Certificates representing 100% of the undivided interests in each other SUBI to be formed will be issued at the time each related SUBI Sub-Trust is formed. The property of the Titling Trust is identified in the Titling Trust Agreement and the property of the 1998-C SUBI Sub-Trust is identified in the 1998-C SUBI Supplement. Pursuant to the 1998-C SUBI Supplement, the 1998-C SUBI Assets were identified and allocated on the records of the Titling Trust as a separate SUBI Sub-Trust (the "1998-C SUBI Sub-Trust"), and the beneficial interest in the 1998-C SUBI Sub-Trust was designated as a separate SUBI known as the "1998-C SUBI". The assets of the 1998-C SUBI Sub-Trust are represented by two SUBI Certificates: (i) this 1998-C SUBI Certificate evidencing beneficial interests in all the 1998-C SUBI Assets other than the proceeds of the Residual Value Insurance Policies; and (ii) the 1998-C SUBI Insurance Certificate evidencing beneficial interests in the 1998-C SUBI Assets that are proceeds of the Residual Value Insurance Policies. Any holder of the 1998-C SUBI Certificate or the 1998-C SUBI Insurance Certificate shall be considered a 1998-C SUBI Beneficiary. The rights of the Beneficiaries of this 1998-C SUBI Certificate and the 1998-C SUBI Insurance Certificate to certain of the proceeds of the 1998-C SUBI Assets are and will be further set forth in the Titling Trust Agreement and the 1998-C SUBI Supplement.

Securitization Trustee. 5 Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Related to Securitization Trustee

Depositor Structured Asset Securities Corporation, a Delaware corporation having its principal place of business in New York, or its successors in interest.
Owner Trustee This Agreement has been signed on behalf of the Grantor by U.S. Bank Trust National Association, not in its individual capacity, but solely in its capacity as Owner Trustee of the Grantor. In no event will U.S. Bank Trust National Association in its individual capacity or a beneficial owner of the Grantor be liable for the Grantor’s obligations under this Agreement. For all purposes under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of, the Trust Agreement.
Indenture Trustee In performing its obligations under this Agreement, the Indenture Trustee is subject to, and entitled to the benefits of, the Indenture. The Indenture Trustee will not have any liability for any act or failure to act of the Administrator.
The Owner Trustee It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed and delivered by Wilmington Trust, National Association on behalf of the Trust not individually or personally but solely as owner trustee of the Trust under the Trust Agreement of the Trust dated the date hereof in the exercise of the powers and authority conferred upon and vested in Wilmington Trust, National Association as owner trustee of the Trust under such Trust Agreement, (ii) each of the representations, undertakings and agreements herein made on the part of the Trust is made and intended not as the personal representation, undertaking or agreement of Wilmington Trust, National Association, but is made and intended for the purpose of binding only the Trust and (iii) nothing herein contained shall be construed as creating any liability on the part of Wilmington Trust, National Association, individually or personally, to perform any covenant or obligation of the Trust, either expressed or implied, contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto.
Servicer The Servicer is authorized to prepare, or cause to be prepared, execute and deliver on behalf of the Trust all such documents, reports, filings, instruments, certificates and opinions as it shall be the duty of the Trust or Owner Trustee to prepare, file or deliver pursuant to the Basic Documents. Upon written request, the Owner Trustee shall execute and deliver to the Servicer a limited power of attorney appointing the Servicer the Trust's agent and attorney-in-fact to prepare, or cause to be prepared, execute and deliver all such documents, reports, filings, instruments, certificates and opinions.
Successor Owner Trustee Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall upon payment of its fees and expenses deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement, and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon written acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice thereof to all Certificateholders, the Indenture Trustee, the Noteholders and the Rating Agencies. If the Administrator shall fail to mail such notice within 10 Business Days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator. Any successor Owner Trustee appointed hereunder shall promptly file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware as required by the Statutory Trust Act.
Indenture Trustee Not Obligated Notwithstanding anything to the contrary herein, the Indenture Trustee is not obligated to enter into an amendment that adversely affects the Indenture Trustee’s rights, powers, duties, obligations, liabilities, indemnities or immunities under this Indenture.
Master Servicer The Master Servicer shall supervise, monitor and oversee the obligation of the Servicers to service and administer their respective Loans in accordance with the terms of the applicable Servicing Agreement and shall have full power and authority to do any and all things which it may deem necessary or desirable in connection with such master servicing and administration. In performing its obligations hereunder, the Master Servicer shall act in a manner consistent with Accepted Master Servicing Practices. Furthermore, the Master Servicer shall oversee and consult with each Servicer as necessary from time-to-time to carry out the Master Servicer’s obligations hereunder, shall receive, review and evaluate all reports, information and other data provided to the Master Servicer by each Servicer and shall cause each Servicer to perform and observe the covenants, obligations and conditions to be performed or observed by such Servicer under the applicable Servicing Agreement. The Master Servicer shall independently and separately monitor each Servicer’s servicing activities with respect to each related Loan, reconcile the results of such monitoring with such information provided in the previous sentence on a monthly basis and coordinate corrective adjustments to the Servicers’ and Master Servicer’s records, and based on such reconciled and corrected information, prepare the statements specified in Section 4.3 and any other information and statements required to be provided by the Master Servicer hereunder. The Master Servicer shall reconcile the results of its Loan monitoring with the actual remittances of the Servicers to the Distribution Account pursuant to the applicable Servicing Agreements. Notwithstanding anything in this Agreement or any Servicing Agreement to the contrary, the Master Servicer shall not have any duty or obligation to enforce any Credit Risk Management Agreement that a Servicer is a party to (a “Servicer Credit Risk Management Agreement”) or to supervise, monitor or oversee the activities of the Credit Risk Manager under any such Servicer Credit Risk Management Agreement with respect to any action taken or not taken by the applicable Servicer pursuant to a recommendation of the Credit Risk Manager. The Trustee shall furnish the Servicers and the Master Servicer with any limited powers of attorney and other documents in form reasonably acceptable to it necessary or appropriate to enable the Servicers and the Master Servicer to service or master service and administer the related Loans and REO Property. The Trustee shall have no responsibility for any action of the Master Servicer or any Servicer pursuant to any such limited power of attorney and shall be indemnified by the Master Servicer or such Servicer for any cost, liability or expense arising from the misuse thereof by the Master Servicer or such Servicer. The Trustee, the Custodians and the Securities Administrator shall provide access to the records and documentation in possession of the Trustee, the Custodians or the Securities Administrator regarding the related Loans and REO Property and the servicing thereof to the Certificateholders, the FDIC, and the supervisory agents and examiners of the FDIC, such access being afforded only upon reasonable prior written request and during normal business hours at the office of the Trustee, the Custodians or the Securities Administrator; provided, however, that, unless otherwise required by law, none of the Trustee, the Custodians or the Securities Administrator shall be required to provide access to such records and documentation if the provision thereof would violate the legal right to privacy of any Mortgagor. The Trustee, the Custodians and the Securities Administrator shall allow representatives of the above entities to photocopy any of the records and documentation and shall provide equipment for that purpose at a charge that covers the Trustee’s, a Custodian’s or the Securities Administrator’s actual costs. The Trustee shall execute and deliver to the related Servicer or the Master Servicer upon request any court pleadings, requests for trustee’s sale or other documents necessary or desirable and, in each case, provided to the Trustee by such Servicer or Master Servicer to (i) the foreclosure or trustee’s sale with respect to a Mortgaged Property; (ii) any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note or any other Loan Document; (iii) obtain a deficiency judgment against the Mortgagor; or (iv) enforce any other rights or remedies provided by the Mortgage Note or any other Loan Document or otherwise available at law or equity. The Trustee shall have no responsibility for the willful malfeasance or any wrongful or negligent actions taken by the Master Servicer or any Servicer in respect of any document delivered by the Trustee under this paragraph, and the Trustee shall be indemnified by the Master Servicer or such Servicer, as applicable, for any cost, liability or expense arising from the misuse thereof by the Master Servicer or such Servicer.
Successor Owner Trustees and Additional Owner Trustees SECTION 9.1. Eligibility Requirements for Owner Trustee.....................19 SECTION 9.2. Resignation or Removal of Owner Trustee........................20 SECTION 9.3. Successor Owner Trustee........................................20 SECTION 9.4. Merger or Consolidation of Owner Trustee.......................21 SECTION 9.5. Appointment of Co-Trustee or Separate Trustee..................21 ARTICLE X.MISCELLANEOUS
FTPS Unit Servicing Agent FTP Services LLC acts as record keeper, shareholder servicing agent and distribution agent for Units which are purchased and sold through the Fund/SERV(R) trading system or on a manual basis through FTP Services LLC. ("FTPS Units"). (a) The FTPS Unit Servicing Agent shall perform all of the duties with respect to recordkeeping of FTPS Units and FTPS Unit holders, distributions, redemption of FTPS Units and communications to and with FTPS Unit holders listed below. (1) The FTPS Unit Servicing Agent shall keep proper books of record and account of all of the transactions in the FTPS Units of each Trust under this Indenture at its corporate office, including a record of the name and address of, and the FTPS Units issued by each Trust and held by, every FTPS Unit holder, and such books and records of each Trust shall be made available to the Trustee and the Depositor promptly upon request and open to inspection by any FTPS Unit holder of such Trust, with respect to such FTPS Unit holders transactions, at all reasonable times during usual business hours. Without limiting the foregoing, the FTPS Unit Servicing Agent shall make any records or documents described in Reg. 270.31(a)-1 under the Investment Company Act of 1940 available promptly to the Trustee and the Depositor upon request during usual business hours and will preserve such records and documents for the periods prescribed in Reg. 270.31 (a) 2 thereunder. (2) The FTPS Unit Servicing Agent shall distribute on or shortly after the Distribution Dates specified in the Trust Agreement to each FTPS Unit holder of record on its books on the Record Date for each such Distribution Date specified in the Trust Agreement such FTPS Unit holder's distribution as computed under the Standard Terms and Conditions of Trust. (3) In connection with such distributions set forth above, the FTPS Unit Servicing Agent shall furnish a Distribution Statement to FTPS Unit holders of record on its books. The content and frequency of such Distribution Statements shall in no respect be less detailed or frequent than that specified in Section 3.06 of the Standard Terms and Conditions of Trust.

Securitization Trustee Sample Clauses

Filter & Search

Related Clauses

Related to Securitization Trustee