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

Resignation or Removal of the Owner Trustee and the Delaware Trustee. Each of the Owner Trustee and the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Administrator, the Servicer, the Indenture Trustee and each Certificateholder. Upon receiving such notice of resignation, the Depositor and the Administrator, acting jointly, shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, 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 Owner Trustee or Delaware Trustee, as applicable, and one copy to such 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 (at the expense of the Depositor (including without limitation reasonable attorney’s fees and expenses)) petition any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable; 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, as applicable, 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 Owner Trustee or Delaware Trustee, as applicable, 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 Depositor or 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 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 Depositor or the Administrator may remove such Owner Trustee or Delaware Trustee, as applicable. If the Depositor or the Administrator shall remove the Owner Trustee or Delaware Trustee, as applicable, under the authority of the immediately preceding sentence, the Depositor and the Administrator, acting jointly, 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 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Depositor shall provide (or shall cause to be provided) notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, to each of the Rating Agencies.

Resignation or Removal of the Owner Trustee and the Delaware Trustee. Each of the Owner Trustee and the Delaware Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Depositor, the Administrator, the Servicer, the Indenture Trustee and each Certificateholder. Upon receiving such notice of resignation, the Depositor and the Administrator, acting jointly, shall promptly appoint a successor Owner Trustee or Delaware Trustee, as applicable, 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 Owner Trustee or Delaware Trustee, as applicable, and one copy to such 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 (at the expense of the Depositor (including without limitation reasonable attorney’s fees and expenses)) petition any court of competent jurisdiction for the appointment of a successor Owner Trustee or Delaware Trustee, as applicable; 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, as applicable, 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 Owner Trustee or Delaware Trustee, as applicable, 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 Depositor or 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 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 Depositor or the Administrator may remove such Owner Trustee or Delaware Trustee, as applicable. If the Depositor or the Administrator 30 Amended and Restated shall remove the Owner Trustee or Delaware Trustee, as applicable, under the authority of the immediately preceding sentence, the Depositor and the Administrator, acting jointly, 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 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 10.3 and payment of all fees and expenses owed to the outgoing Owner Trustee or Delaware Trustee, as applicable. The Depositor shall provide (or shall cause to be provided) notice of such resignation or removal of the Owner Trustee or Delaware Trustee, as applicable, to each of the Rating Agencies.