Common use of Resignation or Removal of Either Trustee Clause in Contracts

Resignation or Removal of Either Trustee. Each Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Seller, the Administrator, the Servicer, the Indenture Trustee and the Certificateholder. Upon receiving such notice of resignation, the Seller and the Administrator, acting jointly, shall promptly appoint a successor Trustee which satisfies the applicable eligibility requirements set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under the Transaction Documents until such successor has in fact assumed such appointment. If at any time a Trustee shall cease to be eligible in accordance with the applicable provisions of Section 10.1 and shall fail to resign after written request therefor by the Seller or the Administrator, or if at any time such Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of such Trustee or of its property shall be appointed, or any public officer shall take charge or control of such Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Seller or the Administrator may remove such Trustee. If the Seller or the Administrator shall remove a Trustee under the authority of the immediately preceding sentence, the Seller and the Administrator, acting jointly, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee and shall pay all fees owed to the outgoing Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Seller shall provide (or shall cause to be provided) notice of such resignation or removal of the Trustee to each of the Rating Agencies.

Resignation or Removal of Either Trustee. Each Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Seller, the Administrator, the Servicer, the Indenture Trustee and the Certificateholder. Upon receiving such notice of resignation, the Seller and the Administrator, acting jointly, shall promptly appoint a successor Trustee which satisfies the applicable eligibility requirements set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under the Transaction Documents until such successor has in fact assumed such appointment. If at any time a Trustee shall cease to be eligible in accordance with the applicable provisions of Section 10.1 and shall fail to resign after written request therefor by the Seller or the Administrator, or if at any time such Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of such Trustee or of its property shall be appointed, or any public officer shall take charge or control of such Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Seller or the Administrator may remove such Trustee. If the Seller or the Administrator shall remove a Trustee under the authority of the immediately preceding sentence, the Seller and the Administrator, acting jointly, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee and shall pay all fees owed to the outgoing Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Seller shall provide (or shall cause to be provided) notice of such resignation or removal of the such Trustee to each of the Rating Agencies.

Resignation or Removal of Either Trustee. Each Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Seller, the Administrator, the Servicer, the Indenture Trustee and the Certificateholder. Upon receiving such notice of resignation, the Seller and the Administrator, acting jointly, shall promptly appoint a successor Trustee which satisfies the applicable eligibility requirements set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under the Transaction Documents until such successor has in fact assumed such appointment. If at any time a Trustee shall cease to be eligible in accordance with the applicable provisions of Section 10.1 and shall fail to resign after written request therefor by the Seller or the Administrator, or if at any time such Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of such Trustee or of its property shall be appointed, or any public officer shall take charge or control of such Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Seller or the Administrator may remove such Trustee. If the Seller or the Administrator shall remove a Trustee under the authority of the immediately preceding sentence, the Seller and the Administrator, acting jointly, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee and shall pay all fees owed to the outgoing Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees and expenses owed to the outgoing Trustee. The Seller shall provide (or shall cause to be provided) notice of such resignation or removal of the Trustee to each of the Rating Agencies.

Resignation or Removal of Either Trustee. Each Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the SellerDepositor, the Administrator, the Servicer, the Indenture Trustee and the CertificateholderCertificateholders. Upon receiving such notice of resignation, the Seller Depositor and the Administrator, acting jointly, shall promptly appoint a successor Trustee which satisfies the applicable eligibility requirements set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee 39 Amended and Restated Trust Agreement (SDART 2023-6) shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under the Transaction Documents until such successor has in fact assumed such appointment. If at any time a Trustee shall cease to be eligible in accordance with the applicable provisions of Section 10.1 and shall fail to resign after written request therefor by the Seller Depositor or the Administrator, or if at any time such Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of such Trustee or of its property shall be appointed, or any public officer shall take charge or control of such Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Seller Depositor or the Administrator may remove such Trustee. If the Seller Depositor or the Administrator shall remove a Trustee under the authority of the immediately preceding sentence, the Seller Depositor and the Administrator, acting jointly, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee and shall pay all fees owed to the outgoing Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees, expenses and indemnities (including any attorneys’ fees and other legal costs and expenses incurred in connection with any petition for appointment of a successor Trustee) owed to the outgoing Trustee. The Seller Depositor shall provide (or shall cause to be provided) notice of such resignation or removal of the such Trustee to each of the Rating Agencies.

Resignation or Removal of Either Trustee. Each Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the SellerDepositor, the Administrator, the Servicer, the Indenture Trustee and the CertificateholderCertificateholders. Upon receiving such notice of resignation, the Seller Depositor and the Administrator, acting jointly, shall promptly appoint a successor Trustee which satisfies the applicable eligibility requirements set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee 39 Amended and Restated Trust Agreement (SDART 2023-4) shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under the Transaction Documents until such successor has in fact assumed such appointment. If at any time a Trustee shall cease to be eligible in accordance with the applicable provisions of Section 10.1 and shall fail to resign after written request therefor by the Seller Depositor or the Administrator, or if at any time such Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of such Trustee or of its property shall be appointed, or any public officer shall take charge or control of such Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Seller Depositor or the Administrator may remove such Trustee. If the Seller Depositor or the Administrator shall remove a Trustee under the authority of the immediately preceding sentence, the Seller Depositor and the Administrator, acting jointly, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee and shall pay all fees owed to the outgoing Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees, expenses and indemnities (including any attorneys’ fees and other legal costs and expenses incurred in connection with any petition for appointment of a successor Trustee) owed to the outgoing Trustee. The Seller Depositor shall provide (or shall cause to be provided) notice of such resignation or removal of the such Trustee to each of the Rating Agencies.

Resignation or Removal of Either Trustee. Each Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the SellerDepositor, the Administrator, the Servicer, the Indenture Trustee and the CertificateholderCertificateholders. Upon receiving such notice of resignation, the Seller Depositor and the Administrator, acting jointly, shall promptly appoint a successor Trustee which satisfies the applicable eligibility requirements set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under the Transaction Documents until such successor has in fact assumed such appointment. If at any time a Trustee shall cease to be eligible in accordance with the applicable provisions of Section 10.1 and shall fail to resign after written request therefor by the Seller Depositor or the Administrator, or if at any time such Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of such Trustee or of its property shall be appointed, or any public officer shall take charge or control of such Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Seller Depositor or the Administrator may remove such Trustee. If the Seller Depositor or the Administrator shall remove a Trustee under the authority of the immediately preceding sentence, the Seller Depositor and the Administrator, acting jointly, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee and shall pay all fees owed to the outgoing Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees, expenses and indemnities (including any attorneys’ fees and other legal costs and expenses incurred in connection with any petition for appointment of a successor Trustee) owed to the outgoing Trustee. The Seller Depositor shall provide (or shall cause to be provided) notice of such resignation or removal of the such Trustee to each of the Rating Agencies.

Resignation or Removal of Either Trustee. Each Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the SellerDepositor, the Administrator, the Servicer, the Indenture Trustee and the CertificateholderCertificateholders. Upon receiving such notice of resignation, the Seller Depositor and the Administrator, acting jointly, shall promptly appoint a successor Trustee which satisfies the applicable eligibility requirements set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under the Transaction Documents until such successor has in fact assumed such appointment. If at any time a Trustee shall cease to be eligible in accordance with the applicable provisions of Section 10.1 and shall fail to resign after written request therefor by the Seller Depositor or the Administrator, or if at any time such Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of such Trustee or of its property shall be appointed, or any public officer shall take charge or control of such Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Seller Depositor or the Administrator may remove such Trustee. If the Seller Depositor or the Administrator shall remove a Trustee under the authority of the immediately preceding sentence, the Seller Depositor and the Administrator, acting jointly, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee and shall pay all fees owed to the outgoing Trustee. Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees, expenses and indemnities (including any attorneys’ fees and other legal costs and expenses incurred in connection with any petition for appointment of a successor Trustee) owed to the outgoing Trustee. The Seller Depositor shall provide (or shall cause to be provided) notice of such resignation or removal of the such Trustee to each of the Rating Agencies.

Resignation or Removal of Either Trustee. Each Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the SellerDepositor, the Administrator, the Servicer, the Indenture Trustee and the CertificateholderCertificateholders. Upon receiving such notice of resignation, the Seller Depositor and the Administrator, acting jointly, shall promptly appoint a successor Trustee which satisfies the applicable eligibility requirements set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee; provided, however, that such right to appoint or to petition for the appointment of any such successor shall in no event relieve the resigning Trustee from any obligations otherwise imposed on it under the Transaction Documents until such successor has in fact assumed such appointment. If at any time a Trustee shall cease to be eligible in accordance with the applicable provisions of Section 10.1 and shall fail to resign after written request therefor by the Seller Depositor or the Administrator, or if at any time such Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of such Trustee or of its property shall be appointed, or any public officer shall take charge or control of such Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Seller Depositor or the Administrator may remove such Trustee. If the Seller Depositor or the Administrator shall remove a Trustee under the authority of the immediately preceding sentence, the Seller Depositor and the Administrator, acting jointly, shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Trustee so removed and one copy to the successor Trustee and shall pay all fees owed to the outgoing Trustee. 40 Second Amended and Restated Trust Agreement (SDART 2023-2) Any resignation or removal of a Trustee and appointment of a successor Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 10.3 and payment of all fees, expenses and indemnities (including any attorneys’ fees and other legal costs and expenses incurred in connection with any petition for appointment of a successor Trustee) owed to the outgoing Trustee. The Seller Depositor shall provide (or shall cause to be provided) notice of such resignation or removal of the such Trustee to each of the Rating Agencies.