Common use of Resignation and Removal of the Grantor Trust Trustee Clause in Contracts

Resignation and Removal of the Grantor Trust Trustee. (a) The Grantor Trust Trustee may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to the Depositor and the Grantor Trust Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Grantor Trust Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Grantor Trust Trustee and the successor Grantor Trust Trustee. If no successor Grantor Trust Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Grantor Trust Trustee may petition any court of competent jurisdiction for the appointment of a successor Grantor Trust Trustee. (b) If at any time the Grantor Trust Trustee shall cease to be eligible in accordance with the provisions of Section 5.06 and shall fail to resign after written request therefor by the Depositor or the Majority Grantor Trust Certificateholders, or if at any time the Grantor Trust Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Grantor Trust Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Grantor Trust Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor shall promptly remove the Grantor Trust Trustee and appoint a successor Grantor Trust Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the Grantor Trust Trustee so removed and one copy to the successor Grantor Trust Trustee. (c) Majority Grantor Trust Certificateholders may at any time remove the Grantor Trust Trustee and appoint a successor Grantor Trust Trustee by written instrument or instruments, in quadruplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, the Grantor Trust Trustee so removed and the successor so appointed. A copy of such instrument shall be delivered to the Grantor Trust Certificateholders by the Depositor. All reasonable out-of-pocket costs and expenses incurred in connection with such removal and replacement of the Grantor Trust Trustee, including without limitation, reasonable attorneys fees and expenses, shall be borne by the party requesting such action. (d) No resignation or removal of the Grantor Trust Trustee and appointment of a successor Grantor Trust Trustee pursuant to any of the provisions of this Section shall become effective except upon appointment of and acceptance of such appointment by the successor Grantor Trust Trustee as provided in Section 5.08 and (ii) no entity may be appointed as a successor Grantor Trust Trustee if such appointment would result in a withdrawal or downgrading of any then current rating assigned to the Grantor Trust Certificates by the Rating Agency.

Resignation and Removal of the Grantor Trust Trustee. (a) The Grantor Trust Trustee may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to the Depositor and the Grantor Trust Certificateholders. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Grantor Trust Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Grantor Trust Trustee and the successor Grantor Trust Trustee. If no successor Grantor Trust Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Grantor Trust Trustee may petition any court of competent jurisdiction for the appointment of a successor Grantor Trust Trustee. (b) If at any time the Grantor Trust Trustee shall cease to be eligible in accordance with the provisions of Section 5.06 and shall fail to resign after written request therefor by the Depositor or the Majority Grantor Trust Certificateholders, or if at any time the Grantor Trust Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Grantor Trust Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Grantor Trust Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor shall promptly remove the Grantor Trust Trustee and appoint a successor Grantor Trust Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the Grantor Trust Trustee so removed and one copy to the successor Grantor Trust Trustee. (c) Majority Grantor Trust Certificateholders may at any time remove the Grantor Trust Trustee and appoint a successor Grantor Trust Trustee by written instrument or instruments, in quadruplicate, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, the Grantor Trust Trustee so removed and the successor so appointed. A copy of such instrument shall be delivered to the Grantor Trust Certificateholders by the Depositor. All reasonable out-of-pocket costs and expenses incurred in connection with such removal and replacement of the Grantor Trust Trustee, including without limitation, reasonable attorneys fees and expenses, shall be borne by the party requesting such action. (d) No resignation or removal of the Grantor Trust Trustee and appointment of a successor Grantor Trust Trustee pursuant to any of the provisions of this Section shall become effective except upon appointment of and acceptance of such appointment by the successor Grantor Trust Trustee as provided in Section 5.08 and (ii) no entity may be appointed as a successor Grantor Trust Trustee if such appointment would result in a withdrawal or downgrading of any then current rating assigned to the Grantor Trust Certificates by the Rating Agency.