Common use of RESIGNATION AND REMOVAL OF THE GRANTOR TRUSTEE, THE PAYING AGENT OR THE CERTIFICATE REGISTRAR Clause in Contracts

RESIGNATION AND REMOVAL OF THE GRANTOR TRUSTEE, THE PAYING AGENT OR THE CERTIFICATE REGISTRAR. (a) Subject to the terms of this Agreement, any of the Grantor Trustee, the Certificate Registrar or the Paying Agent may at any time resign and be discharged from the Trust hereby created by giving written notice thereof to the Depositor, with a copy to the Rating Agencies. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Grantor Trustee, Paying Agent or Certificate Registrar, as the case may be, by written instrument, in triplicate, one copy of which instrument shall be delivered to each of the resigning Grantor Trustee, Paying Agent or Certificate Registrar, as the case may be and the successor Grantor Trustee, Paying Agent or Certificate Registrar, as the case may be. If no successor Grantor Trustee, Paying Agent or Certificate Registrar, as the case may be, shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Grantor Trustee, Paying Agent or Certificate Registrar, as the case may be, may assign its duties and obligations hereunder to a Person who satisfies the requirements of Section 7.06 or may petition any court of competent jurisdiction for the appointment of a successor Grantor Trustee, Paying Agent or Certificate Registrar, as the case may be. None of the Grantor Trustee, the Paying Agent or the Certificate Registrar may resign hereunder unless it shall also resign as Underlying Trustee, Underlying Paying Agent and Underlying Securities Administrator, or Underlying Certificate Registrar, respectively, under the Underlying Pooling and Servicing Agreement. (b) If at any time the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, shall cease to be eligible in accordance with the provisions of Section 7.06 and shall fail to resign after written request therefor by the Depositor, or if at any time the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, or of its property shall be appointed, or any public officer shall take charge or control of the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor shall promptly remove the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, and appoint a successor Grantor Trustee, successor Paying Agent or successor Certificate Registrar, as the case may be, by written instrument, in triplicate, one copy of which instrument shall be delivered to the Grantor Trustee, the Paying Agent or the Certificate Registrar, as the case may be, so removed and one copy of which instrument shall be delivered to the successor Grantor Trustee, successor Paying Agent or successor Certificate Registrar, as the case may be, so appointed. (c) The Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 51% of the Trust Fund may at any time remove any of the Grantor Trustee, the Paying Agent or the Certificate Registrar and appoint a successor Grantor Trustee, successor Paying Agent or successor Certificate Registrar, as the case may be, 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 and such party so removed and one copy of which instrument shall be delivered to the successor so appointed. (d) No resignation or removal of any of the Grantor Trustee, the Paying Agent or the Certificate Registrar and appointment of a successor Grantor Trustee, successor Paying Agent or successor Certificate Registrar, as the case may be, pursuant to any of the provisions of this Section 7.08 shall become effective except upon appointment of and acceptance of such appointment by the successor Grantor Trustee, successor Paying Agent or successor Certificate Registrar, as the case may be, as provided in Section 7.09.