Common use of Resignation or Removal of Administrator Clause in Contracts

Resignation or Removal of Administrator. The Administrator may at any time resign and be discharged from its duties hereby created by giving written notice thereof to the Depositor, the Servicer, the Trustee and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Administrator and one copy to the successor Administrator; provided, however, that any such successor Administrator shall be subject to the prior written approval of the Servicer. If no successor Administrator shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Administrator may petition any court of competent jurisdiction for the appointment of a successor Administrator. As a condition precedent to the effectiveness of any such resignation, the Administrator shall provide to the Depositor and the Servicer, at least 30 calendar days prior to the effective date of any such resignation, written notice, in form and substance reasonably satisfactory to the Depositor and the Servicer, containing all information reasonably requested by the Depositor in order for the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Administrator. If the Administrator fails to fulfill its obligations under this Section 8.18 with respect to notice to the Depositor and the Servicer and such failure continues for the lesser of 10 calendar days or such period in which the applicable Exchange Act report can be filed timely (without taking into account any extensions), the Servicer may terminate the Administrator. If at any time the Administrator shall cease to be eligible in accordance with the provisions of Section 8.17 and shall fail to resign after written request therefor by the Depositor, or if at any time the Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Administrator. If the Depositor removes the Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to the Administrator so removed and one copy to the successor Administrator. Any resignation or removal of the Administrator and appointment of a successor Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Administrator as provided in Section 8.19.

Resignation or Removal of Administrator. The Administrator may at any time resign and be discharged from its duties the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Trustee and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Administrator and one copy to the successor Administrator; provided, however, that any such successor Administrator shall be subject to the prior written approval of the Servicer. If no successor Administrator shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Administrator may petition any court of competent jurisdiction for the appointment of a successor Administrator. As a condition precedent to the effectiveness of any such resignation, the Administrator shall provide to the Depositor and the Servicer, at least 30 calendar days prior to the effective date of any such resignation, written notice, in form and substance reasonably satisfactory to the Depositor and the Servicer, containing all information reasonably requested by the Depositor in order for the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Administrator. If the Administrator fails to fulfill its obligations under this Section 8.18 with respect to notice to the Depositor and the Servicer and such failure continues for the lesser of 10 calendar days or such period in which the applicable Exchange Act report can be filed timely (without taking into account any extensions), the Servicer may terminate the Administrator. If at any time the Administrator shall cease to be eligible in accordance with the provisions of Section 8.17 and shall fail to resign after written request therefor by the Depositor, or if at any time the Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Administrator. If the Depositor removes the Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to the Administrator so removed and one copy to the successor Administrator. Any resignation or removal of the Administrator and appointment of a successor Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Administrator as provided in Section 8.19.

Resignation or Removal of Administrator. The Administrator may at any time resign and be discharged from its duties the trusts hereby created by giving written notice thereof to the Depositor, the Servicer, the Trustee [, the Certificate Insurer] and each Rating Agency. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Administrator by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Administrator and one copy to the successor Administrator; provided, however, that any such successor Administrator shall be subject to the prior written approval of the Servicer. If no successor Administrator shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Administrator may petition any court of competent jurisdiction for the appointment of a successor Administrator. As a condition precedent to the effectiveness of any such resignation, the Administrator shall provide to the Depositor and the ServicerDepositor, at least 30 15 calendar days prior to the effective date of any such resignation, written notice, in form and substance reasonably satisfactory to the Depositor and the ServicerDepositor, containing all information reasonably requested by the Depositor in order for the Depositor to comply with its reporting obligation under Item 6.02 of Form 8-K with respect to the resignation of the Administrator. If the Administrator fails to fulfill its obligations under this Section 8.18 with respect to notice to the Depositor and the Servicer and such failure continues for the lesser of 10 calendar days or such period in which the applicable Exchange Act report can be filed timely (without taking into account any extensions), the Servicer may terminate the Administrator. If at any time the Administrator shall cease to be eligible in accordance with the provisions of Section 8.17 9.17 and shall fail to resign after written request therefor by the DepositorDepositor [with the consent of the Certificate Insurer (so long as no Certificate Insurer Default exists) or the Certificate Insurer], or if at any time the Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor [or the Certificate Insurer] may remove the Administrator. If the Depositor [or the Certificate Insurer] removes the Administrator under the authority of the immediately preceding sentence, the Depositor shall promptly appoint a successor Administrator [(approved in writing by the Certificate Insurer, so long as such approval is not unreasonably withheld)] by written instrument, in duplicate, one copy of which instrument shall be delivered to the Administrator so removed and one copy to the successor Administrator. Any resignation or removal of the Administrator and appointment of a successor Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Administrator as provided in Section 8.199.19. [Notwithstanding anything to the contrary contained herein, so long as no Certificate Insurer Default exists, the Administrator may not be removed by the Depositor or the Certificateholders without the prior written consent of the Certificate Insurer, which consent shall not be unreasonably withheld.]