Common use of Resignation of the Trustee Clause in Contracts

Resignation of the Trustee. (a) The Trustee may resign by giving 30 days' prior written notice to the Advisory Board. In the case of the resignation of the Trustee, the Advisory Board shall appoint a Person to serve as successor Trustee, provided that such Person shall in all respects satisfy the requirements of Section 3807 of the Act, or any successor provision, and shall be a bank or trust company incorporated and doing business within the United States of America, whose business shall consist at least in part of serving as trustee in arrangements comparable to those contemplated hereby and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. The appointment of the successor Trustee shall take effect concurrently with (i) the resignation of the former Trustee and (ii) the ratification of this Agreement, and no resignation of a Trustee shall be effective absent the concurrent appointment of a successor Trustee. (b) If a successor Trustee shall not have been appointed within 30 days after such notice of resignation, the Trustee or the Advisory Board may apply to any court of competent jurisdiction to appoint a successor Trustee to act until such time as a successor shall have been appointed as above provided. (c) Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to such corporation satisfying in all respects the requirements set forth in Section 6.04(a), be the Trustee hereunder without further action. (d) Upon the substitution of the Person serving as Trustee, the successor Trustee shall file an amendment to the Certificate of Trust with the Secretary of State in accordance with the provisions of Section 3810 of the Act, indicating the change in the Trustee.

Resignation of the Trustee. (a) The Trustee may resign at any time by giving 30 not less than ninety (90) days' written notice thereof to the Beneficiary and to the Grantor, such resignation to become effective on the acceptance of appointment by a successor trustee and the transfer to such successor trustee of all Assets in the Reserve Trust Account in accordance with paragraph (b) of this Section 9. The Grantor and the Beneficiary jointly also may remove the Trustee at any time, without assigning any reason therefor, on fifteen (15) days' prior written notice thereof to the Advisory Board. In the case of the resignation of the Trustee, the Advisory Board shall appoint a Person to serve as successor Trustee, provided that such Person shall in all respects satisfy the requirements of Section 3807 of the Act, or any successor provision, and shall be a bank or trust company incorporated and doing business within the United States of America, whose business shall consist at least in part of serving as trustee in arrangements comparable to those contemplated hereby and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. The appointment of the successor Trustee shall take effect concurrently with (i) the resignation of the former Trustee and (ii) the ratification of this Agreement, and no resignation of a Trustee shall be effective absent the concurrent appointment of a successor Trustee. (b) Upon receipt of the Trustee's notice of resignation or notice to the trustee of removal, the Grantor and the Beneficiary shall promptly appoint a successor trustee. Any successor trustee shall be a bank that is a member of the Federal Reserve System or chartered in the State of New York and shall not be a parent, a subsidiary or an affiliate of the Grantor or any Beneficiary. If a successor Trustee shall has not have been appointed accepted such appointment within 30 thirty (30) days after such the notice of resignationresignation or removal, the Trustee or may, in its sole discretion, apply at the Advisory Board may apply expense of the Grantor to any a court of competent jurisdiction to appoint for the appointment of a successor Trustee to act until or for other appropriate relief. The costs and expenses (including reasonable attorneys' fees and expenses) incurred by the Trustee in connection with such time proceeding shall be paid by, and be deemed an obligation of, the Grantor. Upon the acceptance of the appointment as trustee hereunder by a successor trustee, such successor trustee shall have been appointed as above provided. (c) Any corporation into which succeed to and become vested with all the Trustee may be merged or converted or with which it may be consolidatedrights, or any corporation resulting from any mergerpowers, conversion or consolidation to which privileges and duties of the Trustee, and the Trustee shall be a partydischarged from any future duties and obligations under this Agreement, or any corporation but the Trustee shall continue after its resignation to which substantially all be entitled to the corporate trust business benefits of the Trustee may be transferred, shall, subject to such corporation satisfying in all respects the requirements set forth in Section 6.04(a), be the Trustee hereunder without further action. (d) Upon the substitution of the Person serving as Trustee, the successor Trustee shall file an amendment to the Certificate of Trust with the Secretary of State in accordance with the provisions of Section 3810 of the Act, indicating the change in the indemnities provided herein for a Trustee.

Resignation of the Trustee. (a) The Trustee may resign at any time by giving 30 not less than ninety (90) days' prior ’ written notice thereof to the Advisory Board. In Beneficiary and to the case Grantor, such resignation to become effective upon the acceptance of the resignation of the Trustee, the Advisory Board shall appoint a Person to serve as successor Trustee, provided that such Person shall in all respects satisfy the requirements of Section 3807 of the Act, or any successor provision, and shall be a bank or trust company incorporated and doing business within the United States of America, whose business shall consist at least in part of serving as trustee in arrangements comparable to those contemplated hereby and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. The appointment of the successor Trustee shall take effect concurrently with (i) the resignation of the former Trustee and (ii) the ratification of this Agreement, and no resignation of a Trustee shall be effective absent the concurrent appointment of by a successor Trusteetrustee and the transfer to such successor trustee of all Assets in the Trust Account in accordance with Section 10(b). (b) If a successor Trustee shall not have been appointed within 30 days after such Upon receipt of the Trustee’s notice of resignation, the Trustee or Grantor and the Advisory Board may apply to any court of competent jurisdiction to Beneficiary shall appoint a successor Trustee to act until such time trustee. Any successor trustee must be a bank that is a member of the Federal Reserve System and a Qualified Fiduciary United States Financial Institution and must not be a Parent, a Subsidiary or an Affiliate of the Grantor or the Beneficiary. Upon the acceptance of the appointment as trustee hereunder by a successor trustee, payment of all fees due the Trustee and the transfer to such successor trustee of all Assets in the Trust Account, the resignation of the Trustee shall have been appointed as above providedbecome effective. Thereupon, such successor trustee shall succeed to and become vested with all the rights, powers, privileges and duties of the Trustee, and the Trustee shall be discharged from any future duties and obligations under this Agreement, but the Trustee shall continue after its resignation to be entitled to the benefits of the indemnities provided herein for the Trustee. (c) Any corporation into which If the Trustee may be merged consolidates with, merges or converted or with which it may be consolidatedconverts into, or any corporation resulting from any merger, conversion transfers all or consolidation to which the Trustee shall be a party, or any corporation to which substantially all the of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation, without any further act, shall be the successor Trustee; provided that any such successor Trustee must be a bank that is a member of the Trustee may Federal Reserve System and a Qualified Fiduciary United States Financial Institution and must not be transferreda Parent, shall, subject to such corporation satisfying in all respects the requirements set forth in Section 6.04(a), be the Trustee hereunder without further action. (d) Upon the substitution a Subsidiary or an Affiliate of the Person serving as Trustee, Grantor or the successor Trustee shall file an amendment to the Certificate of Trust with the Secretary of State in accordance with the provisions of Section 3810 of the Act, indicating the change in the TrusteeBeneficiary.

Resignation of the Trustee. (a) The Trustee may resign by giving 30 days' ’ prior written notice to the Advisory Board. In the case of the resignation of the Trustee, the Advisory Board shall appoint a Person to serve as successor Trustee, provided that such Person shall in all respects satisfy the requirements of Section 3807 of the Act, or any successor provision, and shall be a bank or trust company incorporated and doing business within the United States of America, whose business shall consist at least in part of serving as trustee in arrangements comparable to those contemplated hereby and having a combined capital and surplus of at least $50,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. The appointment of the successor Trustee shall take effect concurrently with (i) the resignation of the former Trustee and (ii) the ratification of this Agreement, and no resignation of a Trustee shall be effective absent the concurrent appointment of a successor Trustee. (b) If a successor Trustee shall not have been appointed within 30 days after such notice of resignation, the Trustee or the Advisory Board may apply to any court of competent jurisdiction to appoint a successor Trustee to act until such time as a successor shall have been appointed as above provided. (c) Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to such corporation satisfying in all respects the requirements set forth in Section 6.04(a), be the Trustee hereunder he reunder without further action. (d) Upon the substitution of the Person serving as Trustee, the successor Trustee shall file an amendment to the Certificate of Trust with the Secretary of State in accordance with the provisions of Section 3810 of the Act, indicating the change in the Trustee.

Resignation of the Trustee. (a) The Trustee may resign by giving 30 60 days' prior written notice to the Advisory BoardBeneficial Owners. In the case of the resignation of the Trustee, the Advisory Board Beneficial Owners shall appoint a Person to serve as successor Trustee, provided provided, that such Person shall in all respects satisfy the requirements of Section 3807 of the Act, or any successor provision, provision and shall be a bank or trust company incorporated and doing business within the United States of America, whose business shall consist at least in part of as serving as trustee in arrangements comparable to those contemplated hereby asset securitization transactions and having a combined capital and surplus of at least $50,000,000250,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. The appointment of the successor Trustee shall take effect concurrently with (i) the resignation of the former Trustee and (ii) the ratification of this Agreementthe Transaction Documents by the successor trustee, and no resignation of a Trustee shall be effective absent the concurrent appointment of a successor Trustee. (b) If a successor Trustee shall not have been appointed within 30 60 days after such notice of resignation, the Trustee or the Advisory Board either Beneficial Owner may apply to any court of competent jurisdiction to appoint a successor Trustee to act until such time as a successor shall have been appointed as above provided. (c) Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to such corporation satisfying in all respects the requirements set forth in Section 6.04(a7.05(a), be the Trustee hereunder without further action. (d) Upon the substitution of the Person serving as Trustee, the Beneficial Owners and the successor Trustee shall file an amendment to the Certificate of Trust with the Secretary of State of the State of Delaware in accordance with the provisions of Section 3810 of the Act, indicating the change in the Trustee.

Resignation of the Trustee. (a) The Trustee may resign by giving 30 60 days' prior written notice to the Advisory BoardCertificateholders and the holder of the El Paso Interest. In the case of the resignation of the Trustee, the Advisory Board shall Majority Certificateholders shall, with the consent of the holder of the El Paso Interest, appoint a Person to serve as successor Trustee, provided provided, that such Person shall in all respects satisfy the requirements of Section 3807 of the Act, or any successor provision, and shall be a bank or trust company incorporated and doing business within the United States of America, whose business shall consist at least in part of as serving as trustee in arrangements comparable to those contemplated hereby asset securitization transactions and having a combined capital and surplus of at least $50,000,000150,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms. The appointment of the successor Trustee shall take effect concurrently with (i) the resignation of the former Trustee and (ii) the ratification of this Agreementthe Transaction Documents by the successor trustee, and no resignation of a Trustee shall be effective absent the concurrent appointment of a successor Trustee. (b) If a successor Trustee shall not have been appointed within 30 60 days after such notice of resignation, the Trustee or the Advisory Board Required Certificateholders may apply to any court of competent jurisdiction to appoint a successor Trustee to act until such time as a successor shall have been appointed as above provided. (c) Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation to which substantially all the corporate trust business of the Trustee may be transferred, shall, subject to such corporation satisfying in all respects the requirements set forth in Section 6.04(a9.05(a), be the Trustee hereunder without further action. (d) Upon the substitution of the Person serving as Trustee, the successor Trustee Trustee, and, if necessary, the holder of the El Paso Interest and the Required Certificateholders shall file an amendment to the Certificate of Trust with the Secretary of State in accordance with the provisions of Section 3810 of the Act, indicating the change in the Trustee.