Common use of Resignation or Removal of the Grantor Trust Trustee Clause in Contracts

Resignation or Removal of the Grantor Trust Trustee. The Grantor Trust Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Grantor Trust Seller, the Administrator, the Servicer, the Indenture Trustee and the Grantor Trust Certificateholders. Upon receiving such notice of resignation, the Grantor Trust Seller and the Administrator, acting jointly, shall promptly appoint a successor Grantor Trust Trustee which satisfies the eligibility requirements set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Grantor Trust Trustee and one copy to the successor Grantor Trust Trustee. If no successor Grantor Trust Trustee shall have been so appointed and have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Grantor Trust Trustee may petition any court of competent jurisdiction for the appointment of a successor Grantor Trust 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 Grantor Trust 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 the Grantor Trust Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Grantor Trust Seller or the Administrator, or if at any time the Grantor Trust Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Grantor Trust Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Grantor Trust Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Grantor Trust Seller or the Administrator may remove the Grantor Trust Trustee. If the Grantor Trust Seller or the Administrator shall remove the Grantor Trust Trustee under the authority of the immediately preceding sentence, the Grantor Trust Seller and the Administrator, acting jointly, shall promptly appoint a successor Grantor Trust Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Grantor Trust Trustee so removed and one copy to the successor Grantor Trust Trustee and shall pay all fees owed to the outgoing Grantor Trust Trustee. Any resignation or removal of the Grantor Trust Trustee and appointment of a successor Grantor Trust Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Grantor Trust 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 Grantor Trust Trustee) owed to the outgoing Grantor Trust Trustee. The Grantor Trust Seller shall provide (or shall cause to be provided) notice of such resignation or removal of the Grantor Trust Trustee to each of the Rating Agencies.

Resignation or Removal of the Grantor Trust Trustee. The Grantor Trust Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Grantor Trust Seller, the Administrator, the Servicer, the Indenture Trustee and the Grantor Trust Certificateholders. Upon receiving such notice of resignation, the Grantor Trust Seller and the Administrator, acting jointly, shall promptly appoint a successor Grantor Trust Trustee which satisfies the eligibility requirements set forth in Section 10.1 by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Grantor Trust Trustee and one copy to the successor Grantor Trust Trustee. If no successor Grantor Trust 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 Grantor Trust Trustee may petition any court of competent jurisdiction for the appointment of a successor Grantor Trust 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 Grantor Trust 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 the Grantor Trust Trustee shall cease to be eligible in accordance with the provisions of Section 10.1 and shall fail to resign after written request therefor by the Grantor Trust Seller or the Administrator, or if at any time the Grantor Trust Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Grantor Trust Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Grantor Trust Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Grantor Trust Seller or the Administrator may remove the Grantor Trust Trustee. If the Grantor Trust Seller or the Administrator shall remove the Grantor Trust Trustee under the authority of the immediately preceding sentence, the Grantor Trust Seller and the Administrator, acting jointly, shall promptly appoint a successor Grantor Trust Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Grantor Trust Trustee so removed and one copy to the successor Grantor Trust Trustee and shall pay all fees owed to the outgoing Grantor Trust Trustee. Any resignation or removal of the Grantor Trust Trustee and appointment of a successor Grantor Trust Trustee pursuant to any of the provisions of this Section 10.2 shall not become effective until acceptance of appointment by the successor Grantor Trust 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 Grantor Trust Trustee) owed to the outgoing Grantor Trust Trustee. The Grantor Trust Seller shall provide (or shall cause to be provided) notice of such resignation or removal of the Grantor Trust Trustee to each of the Rating Agencies.