Common use of Resignation or Removal of Trustee and Trust Administrator Clause in Contracts

Resignation or Removal of Trustee and Trust Administrator. Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the NIMS Insurer, the Guarantor, the Depositor, the Master Servicer and the Certificateholders and if the Trustee is resigning to the Trust Administrator, or if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Trust Administrator and to the successor Trustee or Trust Administrator acceptable to the NIMS Insurer or the Guarantor, as provided in Section 1.04, and to the Holders of Certificates entitled to at least 51% of the Voting Rights. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or the Trust Administrator, as applicable, and the Master Servicer by the Depositor. If no successor Trustee or Trust Administrator shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer or the Guarantor, as provided in Section 1.04 (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of either of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of either of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the NIMS Insurer or the Guarantor, as provided in Section 1.04 (or in the case of the Trust Administrator, the Trustee), may remove the Trustee or the Trust Administrator, as applicable, and the Depositor may appoint a successor Trustee or the Trust Administrator, as applicable (which may be the same person, if both the Trustee and the Trust Administrator are removed), acceptable to the NIMS Insurer or the Guarantor, as provided in Section 1.04, and to the Holders of Certificates entitled to at least 51% of the Voting Rights, by written instrument, in duplicate, which instrument shall be delivered to the Trustee or the Trust Administrator, as applicable, so removed and to the successor Trustee or the Trust Administrator, as applicable. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor.

Resignation or Removal of Trustee and Trust Administrator. Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the NIMS Insurer, the Guarantor, the Depositor, the Master Servicer and the Certificateholders and if the Trustee is resigning to the Trust Administrator, or if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Trust Administrator and to the successor Trustee or Trust Administrator acceptable to the NIMS Insurer or the Guarantor, as provided in Section 1.04, and to the Holders of Certificates entitled to at least 51% of the Voting Rights. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or the Trust Administrator, as applicable, and the Master Servicer by the Depositor. If no successor Trustee or Trust Administrator shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer or the Guarantor, as provided in Section 1.04 (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of either of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of either of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the NIMS Insurer or the Guarantor, as provided in Section 1.04 (or in the case of the Trust Administrator, the Trustee), may remove the Trustee or the Trust Administrator, as applicable, and the Depositor may appoint a successor Trustee or the Trust Administrator, as applicable (which may be the same person, if both the Trustee and the Trust Administrator are removed), acceptable to the NIMS Insurer or the Guarantor, as provided in Section 1.04, and to the Holders of Certificates entitled to at least 51% of the Voting Rights, by written instrument, in duplicate, which instrument shall be delivered to the Trustee or the Trust Administrator, as applicable, so removed and to the successor Trustee or the Trust Administrator, as applicable. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Holders of Certificates entitled to at least 51% of the Voting Rights, with the consent of the NIMS Insurer or the Guarantor, as provided in Section 1.04, may at any time remove the Trustee or the Trust Administrator and appoint a successor Trustee or the Trust Administrator by written instrument or instruments, in triplicate, signed by the NIMS Insurer, the Guarantor or such Holders, as applicable, or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or the Trust Administrator, as the case may be, so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the NIMS Insurer, the Guarantor, the Certificateholders and the Master Servicer by the Depositor. In addition, if the Trustee has knowledge that the Trust Administrator has breached any of its duties under this Agreement, the Trustee may remove the Trust Administrator in the same manner as provided in the prior sentence. For purposes of this Section, the Trustee shall not be deemed to have knowledge of a breach by the Trust Administrator of any of its duties hereunder, unless a Responsible Officer of the Trustee, assigned to and working in the Trustee's Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such a breach is received by the Trustee, and such notice references the Certificates, the Trust Fund or this Agreement. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee or the Trust Administrator as provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust 199 Administrator advises the Trustee that it is unable to continue to perform its obligations pursuant to the terms of this Agreement prior to the appointment of a successor, the Trustee shall be obligated to perform such obligations until a new Trust Administrator is appointed and shall be entitled to receive any fees that would have otherwise been payable to the Trust Administrator hereunder. Such performance shall be without prejudice to any claim by a party hereto or beneficiary hereof resulting from the Trust Administrator's breach of its obligations hereunder.

Resignation or Removal of Trustee and Trust Administrator. Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the NIMS Insurer, the Certificate Insurer, the Guarantor, the Depositor, the Master Servicer and the Certificateholders and if the Trustee is resigning to the Trust Administrator, or if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Trust Administrator and to the successor Trustee or Trust Administrator acceptable to the NIMS Insurer or the GuarantorCertificates Controlling Person, as provided in Section 1.04, and to the Holders of Certificates entitled to at least 51% of the Voting Rights. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or the Trust Administrator, as applicable, and the Master Servicer by the Depositor. If no successor Trustee or Trust Administrator shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer or the GuarantorCertificates Controlling Person, as provided in Section 1.04 (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of either of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of either of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the NIMS Insurer or the GuarantorCertificates Controlling Person, as provided in Section 1.04 (or in the case of the Trust Administrator, the Trustee), may remove the Trustee or the Trust Administrator, as applicable, and the Depositor may appoint a successor Trustee or the Trust Administrator, as applicable (which may be the same person, if both the Trustee and the Trust Administrator are removed), acceptable to the NIMS Insurer or the GuarantorCertificates Controlling Person, as provided in Section 1.04, and to the Holders of Certificates entitled to at least 51% of the Voting Rights, by written instrument, in duplicate, which instrument shall be delivered to the Trustee or the Trust Administrator, as applicable, so removed and to the successor Trustee or the Trust Administrator, as applicable. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Holders of Certificates entitled to at least 51% of the Voting Rights, with the consent of the NIMS Insurer or the Certificates Controlling Person, as provided in Section 1.04, may at any time remove the Trustee or the Trust Administrator and appoint a successor Trustee or the Trust Administrator by written instrument or instruments, in triplicate, signed by the NIMS Insurer, the Certificates Controlling Person or such Holders, as applicable, or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or the Trust Administrator, as the case may be, so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the NIMS Insurer, the Guarantor, the Certificate Insurer, the Certificateholders and the Master Servicer by the Depositor. In addition, if the Trustee has knowledge that the Trust Administrator has breached any of its duties under this Agreement, the Trustee may remove the Trust Administrator in the same manner as provided in the prior sentence. For purposes of this Section, the Trustee shall not be deemed to have knowledge of a breach by the Trust Administrator of any of its duties hereunder, unless a Responsible Officer of the Trustee, assigned to and working in the Trustee's Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such a breach is received by the Trustee, and such notice references the Certificates, the Trust Fund or this Agreement. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee or the Trust Administrator as provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust Administrator advises the Trustee that it is unable to continue to perform its obligations pursuant to the terms of this Agreement prior to the appointment of a successor, the Trustee shall be obligated to perform such obligations until a new Trust Administrator is appointed and shall be entitled to receive any fees that would have otherwise been payable to the Trust Administrator hereunder. Such performance shall be without prejudice to any claim by a party hereto or beneficiary hereof resulting from the Trust Administrator's breach of its obligations hereunder.

Resignation or Removal of Trustee and Trust Administrator. Either of the Trustee or the Trust Administrator may at any time resign and be discharged from the trust hereby created by giving written notice thereof to the NIMS Insurer, the Guarantor, the Depositor, the Master Servicer and the Certificateholders and if the Trustee is resigning to the Trust Administrator, or if the Trust Administrator is resigning, to the Trustee. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Trust Administrator by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Trust Administrator and to the successor Trustee or Trust Administrator acceptable to the NIMS Insurer or the Guarantor, as provided in Section 1.04, and to the Holders of Certificates entitled to at least 51% of the Voting Rights. A copy of such instrument shall be delivered to the Certificateholders, the Trustee or the Trust Administrator, as applicable, and the Master Servicer by the Depositor. If no successor Trustee or Trust Administrator shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Trust Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Trust Administrator, as applicable. If at any time the Trustee or the Trust Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or the NIMS Insurer or the Guarantor, as provided in Section 1.04 (or in the case of the Trust Administrator, the Trustee), or if at any time the Trustee or the Trust Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of either of the Trustee or the Trust Administrator or of its property shall be appointed, or any public officer shall take charge or control of either of the Trustee or the Trust Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor or the NIMS Insurer or the Guarantor, as provided in Section 1.04 (or in the case of the Trust Administrator, the Trustee), may remove the Trustee or the Trust Administrator, as applicable, and the Depositor may appoint a successor Trustee or the Trust Administrator, as applicable (which may be the same person, if both the Trustee and the Trust Administrator are removed), acceptable to the NIMS Insurer or the Guarantor, as provided in Section 1.04, and to the Holders of Certificates entitled to at least 51% of the Voting Rights, by 170 written instrument, in duplicate, which instrument shall be delivered to the Trustee or the Trust Administrator, as applicable, so removed and to the successor Trustee or the Trust Administrator, as applicable. A copy of such instrument shall be delivered to the Certificateholders and the Master Servicer by the Depositor. The Holders of Certificates entitled to at least 51% of the Voting Rights, with the consent of the NIMS Insurer or the Guarantor, as provided in Section 1.04, may at any time remove the Trustee or the Trust Administrator and appoint a successor Trustee or the Trust Administrator by written instrument or instruments, in triplicate, signed by the NIMS Insurer, the Guarantor or such Holders, as applicable, or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Trustee or the Trust Administrator, as the case may be, so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the NIMS Insurer, the Guarantor, the Certificateholders and the Master Servicer by the Depositor. In addition, if the Trustee has knowledge that the Trust Administrator has breached any of its duties under this Agreement, the Trustee may remove the Trust Administrator in the same manner as provided in the prior sentence. For purposes of this Section, the Trustee shall not be deemed to have knowledge of a breach by the Trust Administrator of any of its duties hereunder, unless a Responsible Officer of the Trustee, assigned to and working in the Trustee's Corporate Trust Office has actual knowledge thereof or unless written notice of any event which is in fact such a breach is received by the Trustee, and such notice references the Certificates, the Trust Fund or this Agreement. Any resignation or removal of the Trustee or the Trust Administrator and appointment of a successor Trustee or Trust Administrator pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee or the Trust Administrator as provided in Section 8.08. Notwithstanding the foregoing, in the event the Trust Administrator advises the Trustee that it is unable to continue to perform its obligations pursuant to the terms of this Agreement prior to the appointment of a successor, the Trustee shall be obligated to perform such obligations until a new Trust Administrator is appointed and shall be entitled to receive any fees that would have otherwise been payable to the Trust Administrator hereunder. Such performance shall be without prejudice to any claim by a party hereto or beneficiary hereof resulting from the Trust Administrator's breach of its obligations hereunder.