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

Resignation or Removal of Owner Trustee or the 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 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 and one copy to the applicable successor Owner Trustee or Delaware Trustee. If no successor Owner Trustee or Delaware Trustee 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 may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware 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 Owner Trustee or Delaware Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. If at any time the Owner Trustee or Delaware Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 or a Co-Trustee resigns pursuant to Section 10.2 of this Agreement and the ineligible or non-resigning Co-Trustee or either Co-Trustees shall fail to resign after written request therefor by the Administrator, or if at any time the Owner Trustee or Delaware Trustee shall be legally unable to act, or if at any time an Insolvency Event with respect to the Owner Trustee or Delaware Trustee shall have occurred and be continuing, then the Administrator may remove the Co-Trustee that is insolvent or legally unable to act or may remove both Co-Trustees. If the Administrator shall remove one or both of the Co-Trustees under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Co-Trustee or Co-Trustees, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Co-Trustee or Co-Trustees, as applicable, so removed and one copy to the successor Co-Trustee or Co-Trustees, as applicable, and shall pay all fees owed to the outgoing Co-Trustee or Co-Trustees, as applicable. Any resignation or removal of a Co-Trustee and appointment of a successor Co-Trustee or Co-Trustees pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Co-Trustee or Co-Trustees pursuant to Section 10.3, payment of all fees and expenses owed to the outgoing Co-Trustee or Co-Trustees and the filing of a certificate of amendment to the Certificate of Trust if required by the Business Trust Statute. The Administra-

Resignation or Removal of Owner Trustee or the 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 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 and one copy to the applicable successor Owner Trustee or Delaware Trustee. If no successor Owner Trustee or Delaware Trustee 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 may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware 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 Owner Trustee or Delaware Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. If at any time the Owner Trustee or Delaware Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 or a Co-Trustee resigns pursuant to Section 10.2 of this Agreement and the ineligible or non-resigning Co-Trustee or either Co-Trustees shall fail to resign after written request therefor by the Administrator, or if at any time the Owner Trustee or Delaware Trustee shall be legally unable to act, or if at any time an Insolvency Event with respect to the Owner Trustee or Delaware Trustee shall have occurred and be continuing, then the Administrator may remove the Co-Co- Trustee that is insolvent or legally unable to act or may remove both Co-Trustees. If the Administrator shall remove one or both of the Co-Trustees under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Co-Trustee or Co-Co- Trustees, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Co-Trustee or Co-Trustees, as applicable, so removed and one copy to the successor Co-Trustee or Co-Trustees, as applicable, and shall pay all fees owed to the outgoing Co-Trustee or Co-Trustees, as applicable. Any resignation or removal of a Co-Trustee and appointment of a successor Co-Trustee or Co-Trustees pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Co-Trustee or Co-Trustees pursuant to Section 10.3, payment of all fees and expenses owed to the outgoing Co-Trustee or Co-Trustees and the filing of a certificate of amendment to the Certificate of Trust if required by the Business Trust Statute. The Administra-Administrator shall provide notice of such resignation or removal of the Co-Trustee or Co-Trustees to the Certificateholders, the Indenture Trustee, the Noteholders, any remaining Co-Trustee and each of the Rating Agencies.

Resignation or Removal of Owner Trustee or the 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 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 and one copy to the applicable successor Owner Trustee or Delaware Trustee. If no successor Owner Trustee or Delaware Trustee 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 may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware 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 Owner Trustee or Delaware Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. If at any time the Owner Trustee or Delaware Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 or a Co-Trustee resigns pursuant to Section 10.2 of this Agreement and the ineligible or non-resigning Co-Trustee or either Co-Trustees shall fail to resign after written request therefor by the Administrator, or if at any time the Owner Trustee or Delaware Trustee shall be legally unable to act, or if at any time an Insolvency Event with respect to the Owner Trustee or Delaware Trustee shall have occurred and be continuing, then the Administrator may remove the Co-Trustee that is insolvent or legally unable to act or may remove both Co-Trustees. If the Administrator shall remove one or both of the Co-Trustees under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Co-Trustee or Co-Trustees, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Co-Trustee or Co-Trustees, as applicable, so removed and one copy to the successor Co-Trustee or Co-Trustees, as applicable, and shall pay all fees owed to the outgoing Co-Trustee or Co-Trustees, as applicable. Any resignation or removal of a Co-Trustee and appointment of a successor Co-Trustee or Co-Trustees pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Co-Trustee or Co-Trustees pursuant to Section 10.3, payment of all fees and expenses owed to the outgoing Co-Trustee or Co-Trustees and the filing of a certificate of amendment to the Certificate of Trust if required by the Business Trust Statute. The Administra-Administra- tor shall provide notice of such resignation or removal of the Co-Trustee or Co-Trustees to the Certificateholders, the Indenture Trustee, the Noteholders, any remaining Co-Trustee and each of the Rating Agencies.

Resignation or Removal of Owner Trustee or the 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 Administrator. Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee or Delaware Trustee and one copy to the applicable successor Owner Trustee or Delaware Trustee. If no successor Owner Trustee or Delaware Trustee 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 may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware 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 Owner Trustee or Delaware Trustee from any obligations otherwise imposed on it under the Basic Documents until such successor has in fact assumed such appointment. If at any time the Owner Trustee or Delaware Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 or a Co-Trustee resigns pursuant to Section 10.2 of this Agreement and the ineligible or non-resigning Co-Trustee or either Co-Trustees shall fail to resign after written request therefor by the Administrator, or if at any time the Owner Trustee or Delaware Trustee shall be legally unable to act, or if at any time an Insolvency Event with respect to the Owner Trustee or Delaware Trustee shall have occurred and be continuing, then the Administrator may remove the Co-Co- Trustee that is insolvent or legally unable to act or may remove both Co-Trustees. If the Administrator shall remove one or both of the Co-Trustees under the authority of the immediately preceding sentence, the Administrator shall promptly appoint a successor Co-Trustee or Co-Co- Trustees, as applicable, by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Co-Trustee or Co-Trustees, as applicable, so removed and one copy to the successor Co-Trustee or Co-Co- Trustees, as applicable, and shall pay all fees owed to the outgoing Co-Trustee or Co-Trustees, as applicable. Any resignation or removal of a Co-Trustee and appointment of a successor Co-Trustee or Co-Trustees pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Co-Trustee or Co-Trustees pursuant to Section 10.3, payment of all fees and expenses owed to the outgoing Co-Trustee or Co-Trustees and the filing of a certificate of amendment to the Certificate of Trust if required by the Business Trust Statute. The Administra-Administrator shall provide notice of such resignation or removal of the Co-Trustee or Co-Trustees to the Certificateholders, the Indenture Trustee, the Noteholders, any remaining Co-Trustee and each of the Rating Agencies.