Common use of Resignation or Removal of the Indenture Trustee or the Securities Administrator Clause in Contracts

Resignation or Removal of the Indenture Trustee or the Securities Administrator. The circumstances causing resignation and removal of the Indenture Trustee are set forth in Sections 6.08 and 6.09 of the Indenture. The Securities Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Sellers, the Master Servicer and each Rating Agency. Upon receiving such notice of resignation of the Securities Administrator, the Indenture Trustee shall promptly appoint a successor Securities Administrator that meets the requirements in Section 8.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor Securities Administrator. If no successor Securities Administrator shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator. If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 hereof or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Securities Administrator fails to provide an assessment of compliance or an attestation report required under Section 3.16 within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required then the Indenture Trustee may remove the Securities Administrator. If the Indenture Trustee removes the Securities Administrator, under the authority of the immediately preceding sentence, the Initial Seller or the Indenture Trustee shall promptly appoint a successor Securities Administrator that meets the requirements of Section 8.06 by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy to the successor Securities Administrator and one copy to the Master Servicer. The Majority Securityholders may at any time remove the Securities Administrator by written instrument or instruments delivered to the Indenture Trustee; the Initial Seller shall thereupon use its best efforts to appoint a successor Securities Administrator in accordance with this Section. Any resignation or removal of the Securities Administrator and appointment of a successor Securities Administrator, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Securities Administrator as provided in Section 8.08 hereof. If the Securities Administrator is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Securities Administrator shall also be reimbursed any outstanding and unpaid costs and expenses. Notwithstanding anything to the contrary contained herein, in the event that the Master Servicer resigns or is removed as Master Servicer hereunder, the Securities Administrator shall have the right to resign immediately as Securities Administrator by giving written notice to the Sellers and the Indenture Trustee, with a copy to each Rating Agency; provided that such resignation shall not become effective until acceptance of appointment by a successor Securities Administrator. Notwithstanding anything to the contrary herein, in the event that the Securities Administrator resigns or is removed as Securities Administrator hereunder, the Master Servicer shall have the right to resign immediately as Master Servicer by giving written notice to the Sellers and the Indenture Trustee, with a copy to each Rating Agency; provided that such resignation shall not become effective until acceptance of appointment by a successor Master Servicer.

Resignation or Removal of the Indenture Trustee or the Securities Administrator. The circumstances causing resignation and removal of the Indenture Trustee are set forth in Sections 6.08 and 6.09 of the Indenture. The Securities Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Sellers, the Master Servicer and each Rating Agency. Upon receiving such notice of resignation of the Securities Administrator, the Indenture Trustee or the Depositor shall promptly appoint a successor Securities Administrator that meets the requirements in Section 8.06 by written instrument, in duplicate, one copy of which instrument shall be delivered to each of the resigning Securities Administrator and one copy to the successor Securities Administrator. If no successor Securities Administrator shall have been so appointed and having accepted appointment within 30 days after the giving of such notice of resignation, the resigning Securities Administrator may petition any court of competent jurisdiction for the appointment of a successor Securities Administrator. If at any time the Securities Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 hereof or if at any time the Securities Administrator shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Securities Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Securities Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Securities Administrator fails to provide an assessment of compliance or an attestation report required under Section 3.16 within 15 calendar days of March 1 of each calendar year in which Exchange Act reports are required then the Indenture Trustee may remove the Securities Administrator. If the Indenture Trustee removes the Securities Administrator, under the authority of the immediately preceding sentence, the Initial Seller or the Indenture Trustee shall promptly 113 appoint a successor Securities Administrator that meets the requirements of Section 8.06 by written instrument, in triplicate, one copy of which instrument shall be delivered to the Securities Administrator so removed, one copy to the successor Securities Administrator and one copy to the Master Servicer. The Majority Securityholders may at any time remove the Securities Administrator by written instrument or instruments delivered to the Indenture Trustee; the Initial Seller Depositor or Indenture Trustee shall thereupon use its best efforts to appoint a successor Securities Administrator in accordance with this Section. Any resignation or removal of the Securities Administrator and appointment of a successor Securities Administrator, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Securities Administrator as provided in Section 8.08 hereof. If the Securities Administrator is removed pursuant to this Section 8.07, it shall be reimbursed any outstanding and unpaid fees and expenses, and if removed under the authority of the immediately preceding paragraph, the Securities Administrator shall also be reimbursed any outstanding and unpaid costs and expenses. Notwithstanding anything to the contrary contained herein, in the event that the Master Servicer resigns or is removed as Master Servicer hereunder, the Securities Administrator shall have the right to resign immediately as Securities Administrator by giving written notice to the Sellers Seller and the Indenture Trustee, with a copy to each Rating Agency; provided that such resignation shall not become effective until acceptance of appointment by a successor Securities Administrator. Notwithstanding anything to the contrary herein, in the event that the Securities Administrator resigns or is removed as Securities Administrator hereunder, the Master Servicer shall have the right to resign immediately as Master Servicer by giving written notice to the Sellers Seller and the Indenture Trustee, with a copy to each Rating Agency; provided that such resignation shall not become effective until acceptance of appointment by a successor Master Servicer.