Common use of Successor Trustees Clause in Contracts

Successor Trustees. Any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Delaware Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee (but not a successor of the Delaware Trustee) hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and the Swap Counterparty. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor. It is acknowledged and agreed that the Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee. If the Trustee resigns or is removed as Trustee hereunder, the Trustee shall also cease to be the Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve as successor supplemental interest trust trustee and final maturity reserve trust trustee.

Successor Trustees. Any (a) The Owner Trustee or any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver thereto may resign without cause at any time by giving at least 90 days' prior written notice to the DepositorTrust Beneficiary, the Lessees and the Secured Parties. Any such resignation shall become effective upon acceptance of appointment by the successor Owner Trustee under Section 10(c) hereof. In addition, the Lessees may at any time remove the Owner Trustee with or without cause by an instrument in writing delivered to the aforesaid Persons and to its predecessor trustee the Owner Trustee, such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 10(c) hereof; provided, however, that if an instrument accepting Event of Default under the Lease Agreements has occurred and is continuing, such appointment hereunder, and thereupon removal shall be effective only with the consent of the Secured Parties. In the case of the resignation or removal of the predecessor trustee shall become effective and such successor trusteeOwner Trustee, without any further actthe Lessees may appoint, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderby an instrument in writing, with the like effect as if originally named as Trustee or Delaware Trustee herein. The predecessor trustee shall deliver copies to the successor trustee all Mortgage Files and related documents and statementsSecured Parties, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee (but not a successor of the Delaware Trustee) hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and the Swap Counterparty. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor. It is acknowledged and agreed that the Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Owner Trustee. If a successor Owner Trustee shall not have been appointed and accepted its appointment under Section 10(c) hereof within 60 days after such written notice of such resignation or such delivery of the Trustee resigns or is removed as Trustee hereundernotice relating to such removal, the Owner Trustee or the Lessees may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor Owner Trustee shall also cease to be the Supplemental Interest Trust Trustee and have accepted its appointment as Final Maturity Reserve Trust Trustee hereunderabove provided. Any person successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed by the Lessees as successor trustee hereunder shall also be required to serve as successor supplemental interest trust trustee and final maturity reserve trust trusteeabove provided.

Successor Trustees. Any Only each of FT and CVH may designate replacements to their respective appointed Trustees, provided that (x) in respect of the Trustee appointed by CVH, the only eligible replacements shall be the Alternate CVH Co-Trustees and only for so long as (i) only one or more Permitted Holders own 100% of the equity of Dominio; (ii) Dominio and/or one or more Permitted Holders, individually or collectively, Control CVH and (iii) the CVH Parties, hold, directly or indirectly, the Minimum CVH Threshold, as applicable, and (y) that with respect of the Trustee appointed by FT, the only eligible replacements shall be the President, the general counsel, or the chief operating officer of Fintech Advisory (the “Alternate Fintech Co-Trustee”), provided, further, that if FT or CVH, as applicable, fail to designate a replacement within ten Business Days of the termination of any of the Trustees’ term of office pursuant to Section IV.8: (a) in the case of a failure by FT to designate a replacement, the President of Fintech Advisory shall be deemed automatically designated as Trustee, provided that if such position is vacant at such time, then the person performing the duties of chief operating officer of Fintech Advisory shall be automatically designated as Trustee and, provided that if that position is also vacant, the person performing the duties of general counsel of Fintech Advisory shall be deemed automatically designated as Trustee, (b) in the case of a failure by CVH to designate a replacement, JAA shall be deemed automatically designated as Trustee, provided that if JAA is not able to assume such duties at such time, then LRP shall be deemed automatically designated as Trustee. The rights, power and privileges of each Trustee named hereunder shall be possessed by each successor trustee appointed Trustee (the “Successor Trustee”). Immediately upon the designation of a Successor Trustee by FT or CVH, as provided in Section 8.07 applicable, the party who designated such Successor Trustee shall execute, acknowledge and deliver written notice of such designation to the Depositor, and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon Company (substantially in the resignation or removal form of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Delaware Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee (but not a successor of the Delaware Trustee) hereunderAnnex B), and the Depositor Company shall register such Successor Trustee as record owner of bare legal title to such Class A Trust Shares or Class D Trust Shares, as applicable, in the terms of the Voting Trust Agreement, provided, however, that if such Successor Trustee was designated automatically, the party who was not responsible for designating such replacement shall be entitled to deliver written notice of such automatic designation to the Company, and the predecessor trustee Company shall execute and deliver register such instruments and do Successor Trustee as record owner of bare title to such other things Class A Trust Shares or Class D Trust Shares, as may reasonably be required for more fully and certainly vesting and confirming applicable, in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading terms of the ratings of any of the Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and the Swap Counterparty. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor. It is acknowledged and agreed that the Person serving as Trustee hereunder shall also serve as Supplemental Interest Voting Trust Trustee and as Final Maturity Reserve Trust Trustee. If the Trustee resigns or is removed as Trustee hereunder, the Trustee shall also cease to be the Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve as successor supplemental interest trust trustee and final maturity reserve trust trusteeAgreement.

Successor Trustees. The Trustee may resign by giving notice of resignation to the Company and to the Beneficiary. Any successor trustee appointed as provided in Section 8.07 Trustee shall execute, acknowledge and deliver to the Depositor, and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trustee, without any further act, deed or conveyance, shall become fully vested with enjoy all the rights, powers, duties interests, and obligations immunities of its predecessor hereunderthe Trustee as originally constituted, and the title to the Trustee Shares of any Trustee who may resign or be removed or become incapacitated (by death, disability or otherwise) to act shall, upon such resignation or removal or incapacity, vest in the successor Trustee. In the event of the removal, resignation, or incapacity to act of any Trustee, a successor shall be appointed by the Beneficiary, which successor shall be reasonably acceptable to the Company. If, within 45 days following such removal, resignation or incapacity of the Trustee the Beneficiary has not appointed a successor, a successor shall be appointed by a majority vote of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock voting as a single class. The Beneficiary may remove any Trustee with cause by written notice to the Trustee and Board of Directors of the Company. In addition, a majority of the Board of Directors of the Company may determine that any Trustee has become incapacitated to act or may remove any Trustee for cause, in either case by written consents. Notwithstanding any change in the Trustee, the Certificates for the Trustee Shares may be (i) voted and/or (ii) endorsed and transferred, by any successor Trustee with the like same effect as if originally named as Trustee or Delaware Trustee hereinvoted, endorsed and transferred by the former Trustee. The predecessor trustee shall deliver Trustee is authorized and empowered to cause any further transfer of said shares to be made which may be necessary through the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent occurrence of any successor trustee (but not a successor change of the Delaware Trustee) hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things person acting as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and the Swap Counterparty. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor. It is acknowledged and agreed that the Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee. If the Trustee resigns or is removed as Trustee hereunder, the Trustee shall also cease to be the Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve as successor supplemental interest trust trustee and final maturity reserve trust trustee.

Successor Trustees. Any successor trustee appointed as provided in Section 8.07 shall executeUpon the resignation, acknowledge and deliver to the Depositor, and to its predecessor trustee an instrument accepting such appointment hereunder, and thereupon the resignation Incapacity or removal death of the predecessor trustee initial Trustee, the initial Trustee shall become effective cease to be the Trustee and such shall be succeeded by Xxxxxxx X. Xxxxxxxx, who shall serve as the Trustee until his resignation, Incapacity or death. Upon the resignation, Incapacity or death of Xxxxxxx X. Xxxxxxxx, or in the event he is unwilling or unable to succeed the initial Trustee due to Incapacity, death or for any other reason, he shall be succeeded by Xxxx X. Xxxxxxx, who shall serve as Trustee until his resignation, Incapacity or death. Upon the resignation, Incapacity or death of Xxxx X. Xxxxxxx, or in the event he is unwilling or unable to succeed Xxxxxxx X. Xxxxxxxx due to death, Incapacity or for any other reason, the then President of the law firm of Xxxxxxx & Xxxx, S.C., Milwaukee, Wisconsin, or its successor, shall appoint a successor trustee; provided, without any further acthowever, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Delaware Trustee herein. The predecessor trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee (but not a successor of the Delaware Trustee) hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under a professional in the provisions business of Section 8.06 and providing trustee services, which includes a private professional fiduciary (including but not limited to an attorney), a trust company or a bank trust department. Resignation, Incapacity or Death of Trustee . A Trustee may resign at any time by written notice given to the appointment of individual or entity that will serve as successor trustee or who shall appoint such successor trustee shall not result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect pursuant to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Section 5.2 and the Swap Counterparty. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause copies of such notice to be mailed at given to the expense Corporation and those persons then shown on the records of the DepositorVoting Trust to be holders of outstanding Trust Certificates. It is acknowledged and agreed Unless it provides for a later effective date, such resignation shall be effective when delivered to the individual or entity that the Person serving as Trustee hereunder shall also will serve as Supplemental Interest Trust successor trustee or who shall appoint such successor trustee pursuant to Section 5.2. If, and then at such time when, a Trustee and as Final Maturity Reserve Trust Trustee. If the Trustee resigns becomes Incapacitated or is removed as Trustee hereunderdies, the Trustee such individual shall also cease to be the Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve as successor supplemental interest trust trustee and final maturity reserve trust trusteea Trustee.

Successor Trustees. Any successor trustee Trustee appointed as provided in pursuant to Section 8.07 10.2 hereof shall execute, acknowledge and deliver to the Depositor, Depositors and to its predecessor trustee Trustee, with a copy to the Owners, an instrument accepting such appointment hereunderunder this Master Trust Agreement, and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor trusteeTrustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties duties, and obligations of its predecessor hereunderunder this Master Trust Agreement, with the like effect as if originally named as Trustee or Delaware Trustee hereinsuch Trustee. The predecessor trustee Trustee shall upon payment of fees and expenses payable to it in its individual capacity deliver to the successor trustee Trustee all Mortgage Files and related documents and statements, as well as all moneys, statements and monies held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee (but not a successor of the Delaware Trustee) hereunder), under this Master Trust Agreement; and the Depositor Depositors and the such predecessor trustee Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee Trustee all such rights, powers, duties duties, and obligations. No successor trustee Trustee shall accept appointment as provided in this Section 10.3 unless at the time of such acceptance such successor trustee Trustee shall be eligible under the provisions of pursuant to Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency10.1 hereof. Upon acceptance of appointment by a successor trustee as provided in Trustee pursuant to this Section, the Depositor Depositors shall mail notice of the succession successor of such trustee hereunder Trustee to all Holders of Certificates at their addresses as shown in the Certificate Register and the Swap CounterpartyOwners. If the a Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trusteeTrustee, the successor trustee Trustee shall cause such notice to be mailed at the expense of the related Depositor. It is acknowledged and agreed that the Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee. If the Trustee resigns or is removed as Trustee hereunder, the Trustee shall also cease to be the Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Trustee hereunder. Any person appointed as successor trustee hereunder shall also be required to serve as successor supplemental interest trust trustee and final maturity reserve trust trustee.

Successor Trustees. Any (a) The Owner Trustee or any successor trustee appointed as provided in Section 8.07 shall execute, acknowledge and deliver thereto may resign without cause at any time by giving at least 90 days' prior written notice to the DepositorTrust Beneficiary, the Lessees and the Secured Parties. Any such resignation shall become effective upon acceptance of appointment by the successor Owner Trustee under Section 10(c) hereof. In addition, the Lessees may at any time remove the Owner Trustee with or without cause by an instrument in writing delivered to the aforesaid Persons and to its predecessor trustee the Owner Trustee, such removal to be effective upon the acceptance of appointment by the successor Owner Trustee under Section 10(c) hereof; provided, however, that if an instrument accepting Event of Default under the Lease Agreements has occurred and is continuing, such appointment hereunder, and thereupon removal shall be effective only with the consent of the Secured Parties. In the case of the resignation or removal of the predecessor trustee shall become effective and such successor trusteeOwner Trustee, without any further actthe Lessees may appoint, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunderby an instrument in writing, with the like effect as if originally named as Trustee or Delaware Trustee herein. The predecessor trustee shall deliver copies to the successor trustee all Mortgage Files and related documents and statementsSecured Parties, as well as all moneys, held by it hereunder (other than any Mortgage Files at the time held by a Custodian, which Custodian shall become the agent of any successor trustee (but not a successor of the Delaware Trustee) hereunder), and the Depositor and the predecessor trustee shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor trustee all such rights, powers, duties and obligations. No successor trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor trustee shall be eligible under the provisions of Section 8.06 and the appointment of such successor trustee shall not result in a downgrading of the ratings of any of the Other NIM Notes or of any Class of Certificates or of the shadow ratings of the Insured NIM Notes (without giving effect to any insurance policy issued by the NIMS Insurer) by any Rating Agency, as evidenced by a letter from each Rating Agency. Upon acceptance of appointment by a successor trustee as provided in this Section, the Depositor shall mail notice of the succession of such trustee hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and the Swap Counterparty. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor. It is acknowledged and agreed that the Person serving as Trustee hereunder shall also serve as Supplemental Interest Trust Trustee and as Final Maturity Reserve Trust Owner Trustee. If a successor Owner Trustee shall not have been appointed and accepted its appointment under Section 10(c) 14 hereof within 60 days after such written notice of such resignation or such delivery of the Trustee resigns or is removed as Trustee hereundernotice relating to such removal, the Owner Trustee or the Lessees may apply to any court of competent jurisdiction to appoint a successor Owner Trustee to act until such time, if any, as a successor Owner Trustee shall also cease to be the Supplemental Interest Trust Trustee and have accepted its appointment as Final Maturity Reserve Trust Trustee hereunderabove provided. Any person successor Owner Trustee so appointed by such court shall immediately and without further act be superseded by any successor Owner Trustee appointed by the Lessees as successor trustee hereunder shall also be required to serve as successor supplemental interest trust trustee and final maturity reserve trust trusteeabove provided.