Common use of Resignation and Removal of Administrator Clause in Contracts

Resignation and Removal of Administrator. (a) The obligations of the Administrator pursuant to this Article shall continue until the dissolution of the Trust, upon which event such obligations will terminate. (b) Subject to Section 7.08(d), (i) the Administrator may resign its duties hereunder by providing the Trust with at least 60 days' prior written notice and (ii) the Trust may remove the Administrator without cause at any time. (c) Subject to Section 7.08(d), at the sole option of the Trust, the Administrator may be removed immediately upon written notice of termination from the Trust to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Trust); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Trust and, if any Rated Securities are outstanding, each related Rating Agency, within seven days after the happening of such event. (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Trust and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 7.08(d) and 7.08(e), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the Servicing Agreement, the Administrator shall immediately resign and such successor Servicer shall automatically become the Administrator under this Agreement; provided however that this provision shall not apply at such times as the Origination Trustee shall be the successor Servicer.

Resignation and Removal of Administrator. (a) The obligations of the Administrator pursuant to this Article IX shall continue until the dissolution termination of the Trust, upon which event such obligations will terminate. (b) Subject to Section 7.08(d9.08(e), (i) the Administrator may resign its duties hereunder by providing the Trust with at least 60 days' prior written notice and (ii) the Trust may remove the Administrator without cause at any timenotice. (c) Subject to Section 7.08(d9.08(e), the Trust and the Owner Trustee may remove the Administrator without cause on 60 days' prior written notice to the Administrator at any time. (d) Subject to Section 9.08(e), at the sole option of the Trust, the Administrator may be removed immediately upon written notice of termination from the Trust to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 10 days (or, if such default cannot be cured in such time, shall not give within ten 10 days such assurance of cure as shall be reasonably satisfactory to the Trust); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Trust and, if any Rated Securities are outstanding, each related Rating Agency, and a Responsible Officer of the Owner Trustee within seven days after the happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Trust and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 7.08(d) and 7.08(e), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the Servicing Agreement, the Administrator shall immediately resign and such successor Servicer shall automatically become the Administrator under this Agreement; provided however that this provision shall not apply at such times as the Origination Trustee shall be the successor Servicer.

Resignation and Removal of Administrator. (a) The obligations of the Administrator pursuant to this Article IX shall continue until the dissolution termination of the Trust, upon which event such obligations will terminate. (b) Subject to Section 7.08(d9.08(e), (i) the Administrator may resign its duties hereunder by providing the Trust with at least 60 days' ’ prior written notice and (ii) the Trust may remove the Administrator without cause at any timenotice. (c) Subject to Section 7.08(d9.08(e), the Trust and the Owner Trustee may remove the Administrator without cause on 60 days’ prior written notice to the Administrator at any time. (d) Subject to Section 9.08(e), at the sole option of the Trust, the Administrator may be removed immediately upon written notice of termination from the Trust to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten 10 days (or, if such default cannot be cured in such time, shall not give within ten 10 days such assurance of cure as shall be reasonably satisfactory to the Trust); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above of this Section shall occur, it shall give written notice thereof to the Trust and, if any Rated Securities are outstanding, each related Rating Agency, and a Responsible Officer of the Owner Trustee within seven days after the happening of such event. (de) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Trust and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (ef) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Sections 7.08(d) and 7.08(e), the Administrator acknowledges that upon the appointment of a successor Servicer pursuant to the Servicing Agreement, the Administrator shall immediately resign and such successor Servicer shall automatically become the Administrator under this Agreement; provided however that this provision shall not apply at such times as the Origination Trustee shall be the successor Servicer.