Common use of Resignation or Removal of Owner Trustee or Delaware Trustee Clause in Contracts

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, and one copy to the successor Owner Trustee or Delaware Trustee, as applicable. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, shall cease to be eligible in accordance with Section 10.01 and shall fail to resign after 31 days prior written request therefor by the Administrator, or if at any time the Owner Trustee or Delaware Trustee, as applicable, shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or Delaware Trustee, as applicable, of either of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or Delaware Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator shall remove the Owner Trustee or Delaware Trustee, as applicable, under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable, so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, and shall pay all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. Any resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Administrator shall provide notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, and one copy to the successor Owner Trustee or Delaware Trustee, as applicable. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, shall cease to be eligible in accordance with Section 10.01 and shall fail to resign after 31 days prior written request therefor by the Administrator, or if at any time the Owner Trustee or Delaware Trustee, as applicable, shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or Delaware Trustee, as applicable, of either of its their property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or Delaware Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator shall remove the Owner Trustee or Delaware Trustee, as applicable, under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable, so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, and shall pay all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. Any resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Administrator shall provide notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, and one copy to the successor Owner Trustee or Delaware Trustee, as applicable. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, shall cease to be eligible in accordance with Section 10.01 and shall fail to resign after 31 days prior written request therefor by the Administrator, or if at any time the Owner Trustee or Delaware Trustee, as applicable, shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or Delaware Trustee, as applicable, or of either of its their property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or Delaware Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator shall remove the Owner Trustee or Delaware Trustee, as applicable, under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable, so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, and shall pay all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. Any resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Administrator shall provide notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementAgency.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, and one copy to the successor Owner Trustee or Delaware Trustee, as applicable. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, shall cease to be eligible in accordance with Section 10.01 and shall fail to resign after 31 days prior written request therefor by the Administrator, or if at any time the Owner Trustee or Delaware Trustee, as applicable, shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or Delaware Trustee, as applicable, of either of its their property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or Delaware Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator shall remove the Owner Trustee or Delaware Trustee, as applicable, under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable, so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, and shall pay all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. Any resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Administrator shall provide notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementAgency.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTrust, the Indenture Trustee, the Insurer and the Rating Agencies. Upon receiving such notice of resignation, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, with the consent of the Insurer, which consent shall not be unreasonably withheld, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, trustee and one copy to the successor Owner Trustee or Delaware Trustee, as applicabletrustee. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee trustee or Delaware Trustee, as applicable, the Insurer may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 above and shall fail to resign after 31 days prior written request therefor by the AdministratorIndenture Trustee, or if at any time the Owner Trustee or Delaware Trustee, as applicable, Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or Delaware Trustee, as applicable, of either of its property property, or of the Delaware Trustee or its property, shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs, or of the Delaware Trustee or of either of their its property or affairs affairs, for the purpose of rehabilitation, conservation or liquidation, then the Administrator may Indenture Trustee may, and, at the direction of the Insurer (so long as no Insurer Default has occurred and is continuing), shall, remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator Indenture Trustee shall remove the Owner Trustee or Delaware Trustee, as applicable, Trustee under the authority of the immediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, acceptable to the Insurer by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable, trustee so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, trustee (and shall pay a copy to the Insurer) and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicabletrustee. Any resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, Trustee and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, trustee pursuant to Section 10.03 and 10.3, payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicabletrustee and written approval by the Insurer. The Administrator Indenture Trustee shall provide notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, Trustee to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementRating Agencies.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor and the Servicer at least 30 days before the date specified in such instrument. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, meeting the qualifications set forth in Section 10.01(a) or in Section 10.01(b), as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or resigning Delaware Trustee, as applicable, and one copy to the successor Owner Trustee or successor Delaware Trustee, as applicable. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or the Delaware Trustee, as applicable, shall cease to be eligible in accordance with the provisions of Section 10.01 10.01(a) or Section 10.01(b), as applicable, and shall fail to resign after 31 days prior written request therefor by the Administrator, Administrator or if at any time the Owner Trustee or the Delaware Trustee, as applicable, shall be legally unable to actact as such, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or the Delaware Trustee, as applicable, of either or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or the Delaware Trustee Trustee, as applicable, or of either of their its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee or the Delaware Trustee, as applicable. If the Administrator shall remove the Owner Trustee or the Delaware Trustee, as applicable, under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, meeting the qualification requirements of Section 10.01(a) or Section 10.01(b), as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable, so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, and shall pay together with payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. Any resignation or removal of the Owner Trustee or the Delaware Trustee, as applicable, and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section shall not become effective until all fees and expenses, including any indemnity payments, due to the outgoing Owner Trustee or Delaware Trustee, as applicable, have been paid and until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Administrator shall provide notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement10.03.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Servicer, each Rating Agency and the Indenture Trustee. Upon receiving such notice of resignation, the Administrator shall Servicer will promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee or Delaware Trustee, as applicable, and one copy to the successor Owner Trustee or the resigning Delaware Trustee and the successor Delaware Trustee, as applicable. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and or shall not have accepted such appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or resigning Delaware Trustee, as applicable, may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or successor Delaware Trustee, as applicable. If at any time the Owner Trustee or the Delaware Trustee, as applicable, Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after 31 days prior written request therefor by the Administratorpromptly, or if at any time the Owner Trustee or the Delaware Trustee, as applicable, Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or the Delaware Trustee, as applicable, of either Trustee or of its respective property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or the Delaware Trustee or of either of their its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator shall remove the Owner Trustee or Delaware Trustee, as applicable, by written instrument to such effect delivered to the Owner Trustee, the Delaware Trustee, the Depositor and the Indenture Trustee. If the Administrator removes the Owner Trustee or the Delaware Trustee under the authority of the immediately preceding sentence, the Administrator shall Servicer will promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee or Delaware Trustee, as applicable, so removed and one copy to the successor Owner Trustee or successor Delaware Trustee, as applicable, and shall pay or cause to be paid all fees fees, expenses and expenses other compensation then owed to the outgoing Owner Trustee or outgoing Delaware Trustee, as applicable. Any resignation or removal of the Owner Trustee or the Delaware Trustee, as applicable, Trustee and appointment of a successor Owner Trustee or successor Delaware Trustee, as applicablerespectively, pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee or successor Delaware Trustee, as applicablerespectively, pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee or the outgoing Delaware Trustee, as applicablerespectively. The Administrator shall will provide notice of such resignation or removal of the Owner Trustee or the Delaware Trustee, as applicable, Trustee to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementRating Agencies.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee [or the Delaware Trustee Trustee] may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor, the Servicer, each Rating Agency and the Indenture Trustee. Upon receiving such notice of resignation, the Administrator shall Servicer will promptly appoint a successor Owner Trustee [or Delaware Trustee, as applicable, ,] by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Owner Trustee and the successor Owner Trustee [or the resigning Delaware Trustee and the successor Delaware Trustee, as applicable]. If no successor Owner Trustee [or Delaware Trustee, as applicable, and one copy to the successor Owner Trustee or Delaware Trustee, as applicable. If no successor Owner Trustee or Delaware Trustee, as applicable, ,] shall have been so appointed and or shall not have accepted such appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee [or resigning Delaware Trustee, as applicable, ,] may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee [or successor Delaware Trustee, as applicable]. If at any time the Owner Trustee [or the Delaware Trustee, as applicable, ] shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after 31 days prior written request therefor by the Administratorpromptly, or if at any time the Owner Trustee [or the Delaware Trustee, as applicable, ] shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee [or the Delaware Trustee, as applicable, of either ] or of its respective property shall be appointed, or any public officer shall take charge or control of the Owner Trustee [or the Delaware Trustee Trustee] or of either of their its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee [or the Delaware Trustee, as applicable,] by written instrument to such effect delivered to the Owner Trustee, [the Delaware Trustee,] the Depositor and the Indenture Trustee. If the Administrator shall remove removes the Owner Trustee [or the Delaware Trustee, as applicable, ] under the authority of the immediately preceding sentence, the Administrator shall Servicer will promptly appoint a successor Owner Trustee [or Delaware Trustee, as applicable, ,] by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to each of the outgoing Owner Trustee [or Delaware Trustee, as applicable, ,] so removed and one copy to the successor Owner Trustee [or successor Delaware Trustee, as applicable, ,] and shall pay or cause to be paid all fees fees, expenses and expenses other compensation then owed to the outgoing Owner Trustee [or outgoing Delaware Trustee, as applicable]. Any resignation or removal of the Owner Trustee [or the Delaware Trustee, as applicable, ] and appointment of a successor Owner Trustee [or successor Delaware Trustee, as applicable, respectively,] pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee [or successor Delaware Trustee, as applicable, respectively,] pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee [or the outgoing Delaware Trustee, as applicablerespectively]. The Administrator shall will provide notice of such resignation or removal of the Owner Trustee [or the Delaware Trustee, as applicable, ] to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementRating Agencies.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, and one copy to the successor Owner Trustee or Delaware Trustee, as applicable. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, may petition at the Issuer’s 's expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, shall cease to be eligible in accordance with Section 10.01 and shall fail to resign after 31 days prior written request therefor by the Administrator, or if at any time the Owner Trustee or Delaware Trustee, as applicable, shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or Delaware Trustee, as applicable, of either of its their property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or Delaware Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator shall remove the Owner Trustee or Delaware Trustee, as applicable, under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable, so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, and shall pay all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. Any resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Administrator shall provide notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementAgency.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTrust, the Indenture Trustee and the Rating Agencies. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, trustee and one copy to the successor Owner Trustee or Delaware trustee, with a copy to the Indenture Trustee, as applicable. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, trustee may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 above and shall fail to resign after 31 days prior written request therefor by the AdministratorIndenture Trustee, or if at any time the Owner Trustee or Delaware Trustee, as applicable, Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or Delaware Trustee, as applicable, of either of its property property, or of the Delaware Trustee or its property, shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs, or of the Delaware Trustee or of either of their its property or affairs affairs, for the purpose of rehabilitation, conservation or liquidation, then the Administrator may Indenture Trustee may, and, at the written direction of the Majority Noteholder, shall, remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator Indenture Trustee shall remove the Owner Trustee or Delaware Trustee, as applicable, Trustee under the authority of the immediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable, trustee so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicabletrustee. Any resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, Trustee and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, trustee pursuant to Section 10.03 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicabletrustee. The Administrator Indenture Trustee shall provide notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, Trustee to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementRating Agencies and to the Administrator.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, and one copy to the successor Owner Trustee or Delaware Trustee, as applicable. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, may petition at the Issuer’s 's expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, shall cease to be eligible in accordance with Section 10.01 and shall fail to resign after 31 days prior written request therefor by the Administrator, or if at any time the Owner Trustee or Delaware Trustee, as applicable, shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or Delaware Trustee, as applicable, of either of its their property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or Delaware Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator shall remove the Owner Trustee or Delaware Trustee, as applicable, under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable, so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, and shall pay all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. Any resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Administrator shall provide notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement.as

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor (or in the event that the Depositor is not the sole Certificateholder, the Certificate Majority), any Support Provider and the Master Servicer. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, in each case, meeting the qualifications set forth in Section 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, Trustee and one copy to the successor Owner Trustee or Delaware Trustee, as applicablePROVIDED THAT the Depositor and the Insurer shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to any Support Provider by either of the Rating Agencies. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, any Support Provider may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or the Delaware Trustee, as applicable, Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign after 31 days prior written request therefor by the AdministratorDepositor or the Insurer (for so long as it is the Controlling Party), or if at any time the Owner Trustee or the Delaware Trustee, as applicable, Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or the Delaware Trustee, as applicable, of either Trustee or of its respective property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or the Delaware Trustee or of either of their its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor or the Insurer (for so long as it is the Controlling Party) may remove the Owner Trustee or the Delaware Trustee, as applicable. If the Administrator Depositor or the Insurer shall remove the Owner Trustee or the Delaware Trustee, as applicable, Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, meeting the qualifications set forth in Section 10.1 herein and acceptable to the Insurer (for so long as it is the Controlling Party), by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware TrusteeTrustee so removed, as applicable, so removed one copy to any Support Provider and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, and shall pay all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. Any resignation or removal of the Owner Trustee or the Delaware Trustee, as applicable, Trustee and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, Trustee pursuant to Section 10.03 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Administrator Depositor shall provide notice of such resignation or removal of the Owner Trustee or the Delaware Trustee, as applicable, to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementRating Agencies.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor (or in the event that the Depositor is not the sole Certificateholder, the Certificate Majority), any Support Provider and the Master Servicer. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, in each case, meeting the qualifications set forth in Section 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, Trustee and one copy to the successor Owner Trustee or Delaware Trustee, as applicable; PROVIDED THAT the Depositor and the Insurer shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to any Support Provider by either of the Rating Agencies. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, any Support Provider may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or the Delaware Trustee, as applicable, Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign after 31 days prior written request therefor by the AdministratorDepositor or the Insurer (for so long as it is the Controlling Party), or if at any time the Owner Trustee or the Delaware Trustee, as applicable, Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or the Delaware Trustee, as applicable, of either Trustee or of its respective property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or the Delaware Trustee or of either of their its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor or the Insurer (for so long as it is the Controlling Party) may remove the Owner Trustee or the Delaware Trustee, as applicable. If the Administrator Depositor or the Insurer shall remove the Owner Trustee or the Delaware Trustee, as applicable, Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, meeting the qualifications set forth in Section 10.1 herein and acceptable to the Insurer (for so long as it is the Controlling Party), by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware TrusteeTrustee so removed, as applicable, so removed one copy to any Support Provider and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, and shall pay all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. Any resignation or removal of the Owner Trustee or the Delaware Trustee, as applicable, Trustee and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, Trustee pursuant to Section 10.03 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Administrator Depositor shall provide notice of such resignation or removal of the Owner Trustee or the Delaware Trustee, as applicable, to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementRating Agencies.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, and one copy to the successor Owner Trustee or Delaware Trustee, as applicable. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, shall cease to be eligible in accordance with Section 10.01 and shall fail to resign after 31 days prior written request therefor by the Administrator, or if at any time the Owner Trustee or Delaware Trustee, as applicable, shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or Delaware Trustee, as applicable, of either of its their property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or Delaware Trustee or of either of their property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator shall remove the Owner Trustee or Delaware Trustee, as applicable, under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable, so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, and shall pay all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. Any resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Administrator shall provide notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, to each Rating Agency pursuant to Section 1.02(c) of the Administration Agreement.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTrust, the Indenture Trustee and the Rating Agencies. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, trustee and one copy to the successor Owner Trustee or Delaware Trustee, as applicabletrustee. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, trustee may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 above and shall fail to resign after 31 days prior written request therefor by the AdministratorIndenture Trustee, or if at any time the Owner Trustee or Delaware Trustee, as applicable, Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or Delaware Trustee, as applicable, of either of its property property, or of the Delaware Trustee or its property, shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs, or of the Delaware Trustee or of either of their its property or affairs affairs, for the purpose of rehabilitation, conservation or liquidation, then the Administrator may Indenture Trustee may, and, at the written direction of the Majority Noteholder, shall, remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator Indenture Trustee shall remove the Owner Trustee or Delaware Trustee, as applicable, Trustee under the authority of the immediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable, trustee so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicabletrustee. Any resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, Trustee and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, trustee pursuant to Section 10.03 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicabletrustee. The Administrator Indenture Trustee shall provide notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, Trustee to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementRating Agencies.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTrust, the Indenture Trustee and the Rating Agencies. Upon receiving such notice of resignation, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, trustee and one copy to the successor Owner Trustee or Delaware Trustee, as applicabletrustee. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, trustee may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 above and shall fail to resign after 31 days prior written request therefor by the AdministratorIndenture Trustee, or if at any time the Owner Trustee or Delaware Trustee, as applicable, Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or Delaware Trustee, as applicable, of either of its property property, or of the Delaware Trustee or its property, shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs, or of the Delaware Trustee or of either of their its property or affairs affairs, for the purpose of rehabilitation, conservation or liquidation, then the Administrator may Indenture Trustee may, and, at the direction of the Majority Noteholder, shall, remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator Indenture Trustee shall remove the Owner Trustee or Delaware Trustee, as applicable, Trustee under the authority of the immediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable, trustee so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicabletrustee. Any resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, Trustee and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, trustee pursuant to Section 10.03 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicabletrustee. The Administrator Indenture Trustee shall provide notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, Trustee to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementRating Agencies.

Resignation or Removal of Owner Trustee or Delaware Trustee. (a) The Owner Trustee or the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall will promptly appoint a successor Owner Trustee or the Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall will be delivered to the resigning Owner Trustee or the Delaware Trustee, as applicable, Trustee and one copy to the successor Owner Trustee or the Delaware Trustee, as applicable. If no successor Owner Trustee or the Delaware Trustee, as applicable, shall have Trustee has been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Delaware TrusteeTrustee may, as applicable, may petition at the Issuer’s expense of the Transferors, petition any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, shall cease provided, however, that such right to appoint or to petition for the appointment of any such successor will in no event relieve the resigning Owner Trustee or the Delaware Trustee from any obligations otherwise imposed on it under the Transaction Documents until such successor has in fact assumed such appointment. (b) If at any time a Co-Trustee ceases to be eligible in accordance with the provisions of Section 10.01 and shall fail 9.01, or if a Co-Trustee resigns pursuant to this Section 9.02, or if a Co-Trustee fails to resign after 31 days prior written request therefor by the Administrator, or if at any time the Owner a Co-Trustee or Delaware Trustee, as applicable, shall be is legally unable to act, or shall be is adjudged bankrupt or insolvent, or a receiver of the Owner a Co-Trustee or Delaware Trustee, as applicable, of either of its property shall be is appointed, or any public officer shall take takes charge or control of the Owner Trustee or Delaware a Co-Trustee or of either of their its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may, but will not be required to, remove such Co-Trustee or may remove the Owner Trustee or Delaware Trustee, as applicableboth Co-Trustees. If the Administrator shall remove removes one or both of the Owner Trustee or Delaware Trustee, as applicable, Co-Trustees under the authority of the immediately preceding sentence, the Administrator shall will promptly (i) appoint a successor Owner Co-Trustee or Delaware TrusteeCo-Trustees, as applicable, by written instrument, in duplicate, one copy of which instrument shall will be delivered to the outgoing Owner Co-Trustee or Delaware TrusteeCo-Trustees, as applicable, so removed and one copy to the successor Owner Co-Trustee or Delaware TrusteeCo-Trustees, as applicable, and shall (ii) pay all fees and expenses owed to the outgoing Owner Co-Trustee or Delaware TrusteeCo-Trustees, as applicable. . (c) Any resignation or removal of the Owner a Co-Trustee or Delaware Trustee, as applicable, and appointment of a successor Owner Co-Trustee or Delaware Trustee, as applicable, Co-Trustees pursuant to any of the provisions of this Section shall will not become effective until acceptance of appointment by the successor Owner Co-Trustee or Delaware Trustee, as applicable, Co-Trustees pursuant to Section 10.03 9.03 and payment of all fees and expenses owed to the outgoing Owner Co-Trustee or Co-Trustees and the filing of a certificate of amendment to the Certificate of Trust if required by the Delaware Trustee, as applicableBusiness Trust Statute. The Administrator shall will provide notice of such resignation or removal of the Owner Co-Trustee or Delaware Trustee, as applicable, Co-Trustees to any remaining Co-Trustee and to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementAgency.

Resignation or Removal of Owner Trustee or Delaware Trustee. (a) The Owner Trustee or the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Administrator. Upon receiving such notice of resignation, the Administrator shall will promptly appoint a successor Owner Trustee or the Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall will be delivered to the resigning Owner Trustee or the Delaware Trustee, as applicable, Trustee and one copy to the successor Owner Trustee or the Delaware Trustee, as applicable. If no successor Owner Trustee or the Delaware Trustee, as applicable, shall have Trustee has been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or the Delaware TrusteeTrustee may, as applicable, may petition at the Issuer’s expense of the Transferor[s], petition any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, shall cease provided, however, that such right to appoint or to petition for the appointment of any such successor will in no event relieve the resigning Owner Trustee or the Delaware Trustee from any obligations otherwise imposed on it under the Transaction Documents until such successor has in fact assumed such appointment. (b) If at any time a Co-Trustee ceases to be eligible in accordance with the provisions of Section 10.01 and shall fail 9.01, or if a Co-Trustee resigns pursuant to this Section 9.02, or if a Co-Trustee fails to resign after 31 days prior written request therefor by the Administrator, or if at any time the Owner a Co-Trustee or Delaware Trustee, as applicable, shall be is legally unable to act, or shall be is adjudged bankrupt or insolvent, or a receiver of the Owner a Co-Trustee or Delaware Trustee, as applicable, of either of its property shall be is appointed, or any public officer shall take takes charge or control of the Owner Trustee or Delaware a Co-Trustee or of either of their its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator may, but will not be required to, remove such Co-Trustee or may remove the Owner Trustee or Delaware Trustee, as applicableboth Co-Trustees. If the Administrator shall remove removes one or both of the Owner Trustee or Delaware Trustee, as applicable, Co-Trustees under the authority of the immediately preceding sentence, the Administrator shall will promptly (i) appoint a successor Owner Co-Trustee or Delaware TrusteeCo-Trustees, as applicable, by written instrument, in duplicate, one copy of which instrument shall will be delivered to the outgoing Owner Co-Trustee or Delaware TrusteeCo-Trustees, as applicable, so removed and one copy to the successor Owner Co-Trustee or Delaware TrusteeCo-Trustees, as applicable, and shall (ii) pay all fees and expenses owed to the outgoing Owner Co-Trustee or Delaware TrusteeCo-Trustees, as applicable. . (c) Any resignation or removal of the Owner a Co-Trustee or Delaware Trustee, as applicable, and appointment of a successor Owner Co-Trustee or Delaware Trustee, as applicable, Co-Trustees pursuant to any of the provisions of this Section shall will not become effective until acceptance of appointment by the successor Owner Co-Trustee or Delaware Trustee, as applicable, Co-Trustees pursuant to Section 10.03 9.03 and payment of all fees and expenses owed to the outgoing Owner Co-Trustee or Co-Trustees and the filing of a certificate of amendment to the Certificate of Trust if required by the Delaware Trustee, as applicableStatutory Trust Statute. The Administrator shall will provide notice of such resignation or removal of the Owner Co-Trustee or Delaware Trustee, as applicable, Co-Trustees to any remaining Co-Trustee and to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementAgency.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorDepositor (or in the event that the Depositor is not the sole Certificateholder, the Certificate Majority), any Support Provider and the Master Servicer. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, in each case, meeting the qualifications set forth in Section 10.1 herein, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, Trustee and one copy to the successor Owner Trustee or Delaware Trustee, as applicableprovided that the Depositor shall have received written confirmation from each of the Rating Agencies that the proposed appointment will not result in an increased capital charge to any Support Provider by either of the Rating Agencies. If no successor Owner Trustee or Delaware Trustee, as applicable, shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, or any Support Provider may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or the Delaware Trustee, as applicable, Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 and shall fail to resign after 31 days prior written request therefor by the AdministratorDepositor, or if at any time the Owner Trustee or the Delaware Trustee, as applicable, Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or the Delaware Trustee, as applicable, of either Trustee or of its respective property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or the Delaware Trustee or of either of their its respective property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Administrator Depositor may remove the Owner Trustee or the Delaware Trustee, as applicable. If the Administrator Depositor shall remove the Owner Trustee or the Delaware Trustee, as applicable, Trustee under the authority of the immediately preceding sentence, the Administrator Depositor shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, meeting the qualifications set forth in Section 10.1 herein, by written instrument, in duplicatetriplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware TrusteeTrustee so removed, as applicable, so removed one copy to any Support Provider and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, and shall pay all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. Any resignation or removal of the Owner Trustee or the Delaware Trustee, as applicable, Trustee and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, Trustee pursuant to Section 10.03 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Administrator Depositor shall provide notice of such resignation or removal of the Owner Trustee or the Delaware Trustee, as applicable, to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementRating Agencies.

Resignation or Removal of Owner Trustee or Delaware Trustee. The Owner Trustee or the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the AdministratorTrust, the Indenture Trustee and the Rating Agencies. Upon receiving such notice of resignation, the Administrator Depositor shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee, as applicable, trustee and one copy to the successor Owner Trustee or Delaware trustee, with a copy to the Indenture Trustee, as applicable. If no successor Owner Trustee or Delaware Trustee, as applicable, Trustee shall have been so appointed and have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Owner Trustee or Delaware Trustee, as applicable, trustee may petition at the Issuer’s expense any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable. If at any time the Owner Trustee or Delaware Trustee, as applicable, Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 10.1 above and shall fail to resign after 31 days prior written request therefor by the AdministratorIndenture Trustee, or if at any time the Owner Trustee or Delaware Trustee, as applicable, Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or Delaware Trustee, as applicable, of either of its property property, or of the Delaware Trustee or its property, shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs, or of the Delaware Trustee or of either of their its property or affairs affairs, for the purpose of rehabilitation, conservation or liquidation, then the Administrator may Indenture Trustee may, and, at the written direction of the Majority Noteholder, shall remove the Owner Trustee or Delaware Trustee, as applicable. If the Administrator Indenture Trustee shall remove the Owner Trustee or Delaware Trustee, as applicable, Trustee under the authority of the immediately preceding sentence, the Administrator Indenture Trustee shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, by written instrument, instrument in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee or Delaware Trustee, as applicable, trustee so removed and one copy to the successor Owner Trustee or Delaware Trustee, as applicable, trustee and shall pay payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicabletrustee. Any resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, Trustee and appointment of a successor Owner Trustee or Delaware Trustee, as applicable, pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Owner Trustee or Delaware Trustee, as applicable, trustee pursuant to Section 10.03 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicabletrustee. The Administrator Indenture Trustee shall provide notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, Trustee to each Rating Agency pursuant to Section 1.02(c) of the Administration AgreementRating Agencies and to the Administrator.