Common use of Replacement of Grantor Trust Trustee Clause in Contracts

Replacement of Grantor Trust Trustee. (a) The Grantor Trust Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving notice thereof to the Grantor, the Administrator and the Grantor Trust Certificateholder; provided that no such resignation shall become effective, and the Grantor Trust Trustee shall not resign, prior to the time set forth in Section 6.10(c). If no successor Grantor Trust Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) days after the giving of such notice, the Grantor Trust Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Grantor Trust Trustee. The Grantor or the Administrator shall remove the Grantor Trust Trustee if: (i) the Grantor Trust Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Grantor Trust Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Grantor Trust Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Grantor Trust Trustee shall otherwise be incapable of acting. (b) If the Grantor Trust Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Grantor Trust Trustee for any reason, the Administrator 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, expenses and indemnities owed to the outgoing Grantor Trust Trustee. (c) 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 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Grantor Trust Trustee to the outgoing Grantor Trust Trustee, the Grantor, the Administrator and the Grantor Trust Certificateholder and all fees, expenses and indemnities due to the outgoing Grantor Trust Trustee are paid. Costs associated with the resignation of the Grantor Trust Trustee and the appointment of a successor Grantor Trust Trustee will be borne by the Grantor. Any successor Grantor Trust Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Grantor Trust Trustee. The Administrator shall provide notice of such resignation or removal of the Grantor Trust Trustee to each of the Rating Agencies. (d) The predecessor Grantor Trust Trustee shall upon payment of its fees, expenses and indemnity deliver to the successor Grantor Trust Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Grantor Trust Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Grantor Trust Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Grantor Trust Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Grantor Trust Trustee to the Grantor Trust Certificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies. Any successor Grantor Trust Trustee appointed hereunder shall file an amendment to the Certificate of Trust.

Replacement of Grantor Trust Trustee. (a) The Grantor Trust Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving notice thereof to the Grantor, the Administrator and the Grantor Trust Certificateholder; provided that no such resignation shall become effective, and the Grantor Trust Trustee shall not resign, prior to the time set forth in Section 6.10(c). If no successor Grantor Trust Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) days after the giving of such notice, the Grantor Trust Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Grantor Trust Trustee. The Grantor or the Administrator shall remove the Grantor Trust Trustee if: (i) the Grantor Trust Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Grantor Trust Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Grantor Trust Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Grantor Trust Trustee shall otherwise be incapable of acting. (b) If the Grantor Trust Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Grantor Trust Trustee for any reason, the Administrator 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, expenses and indemnities owed to the outgoing Grantor Trust Trustee. (c) 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 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Grantor Trust Trustee to the outgoing Grantor Trust Trustee, the Grantor, the Administrator and the Grantor Trust Certificateholder and all fees, expenses and indemnities due to the outgoing Grantor Trust Trustee are paid. Costs associated with the resignation or removal of the Grantor Trust Trustee and the appointment of a successor Grantor Trust Trustee will be borne by the Grantor. Any successor Grantor Trust Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Grantor Trust Trustee. The Administrator shall provide notice of such resignation or removal of the Grantor Trust Trustee to each of the Rating Agencies. (d) The predecessor Grantor Trust Trustee shall upon payment of its fees, expenses and indemnity deliver to the successor Grantor Trust Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Grantor Trust Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Grantor Trust Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Grantor Trust Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Grantor Trust Trustee to the Grantor Trust Certificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies. Any successor Grantor Trust Trustee appointed hereunder shall file an amendment to the Certificate of Trust.

Replacement of Grantor Trust Trustee. (a) The Subject to paragraph (c) of this Section, the Grantor Trust Trustee may give notice of its intent to at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Grantor, the Administrator and the Grantor Trust Certificateholder; provided that no . Upon receiving such notice of resignation, the Administrator shall promptly appoint a successor Grantor Trust Trustee as set forth in Section 6.10(b). No such resignation shall become effective, and the Grantor Trust Trustee shall not resign, prior to the time set forth in Section 6.10(c). If no successor Grantor Trust Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) days after the giving of such notice, the Grantor Trust Trustee giving such notice may petition (at the expense of the Grantor Trust (including without limitation reasonable and documented attorneys’ fees, costs and expenses)) any court of competent jurisdiction for the appointment of a successor Grantor Trust Trustee. The Grantor or the Administrator shall remove the Grantor Trust Trustee if: (i) the Grantor Trust Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Grantor Trust Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver of the Grantor Trust Trustee or other of its property shall be appointed, or any public officer shall be appointed or take charge or control of the Grantor Trust Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Grantor Trust Trustee shall otherwise be incapable of actinglegally unable to act. (b) If the Grantor Trust Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Grantor Trust Trustee for any reason, the Administrator shall promptly appoint a successor Grantor Trust Trustee by written instrument, in duplicate (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, expenses and indemnities owed to the outgoing Grantor Trust TrusteeTrustee and one copy to the Grantor, together with the basis for removal. (c) 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 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is executed and delivered by the successor Grantor Trust Trustee to the outgoing Grantor Trust Trustee, the Grantor, the Administrator and the Grantor Trust Certificateholder and all fees, expenses and indemnities due to the outgoing Grantor Trust Trustee are paid. Costs associated with the resignation of the Grantor Trust Trustee and the appointment of a successor Grantor Trust Trustee will be borne by the GrantorGrantor and paid by the Administrator. Any successor Grantor Trust Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Grantor Trust Trustee. The Administrator shall provide notice of such resignation or removal of the Grantor Trust Trustee to each of the Rating Agencies. (d) The predecessor Grantor Trust Trustee shall upon payment of its fees, expenses and indemnity deliver to the successor Grantor Trust Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Grantor Trust Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Grantor Trust Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Grantor Trust Trustee pursuant to this Section 6.10, the Administrator shall mail provide notice of the successor of such Grantor Trust Trustee to the Grantor Trust Certificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies. Any successor Grantor Trust Trustee appointed hereunder shall file an amendment to the Certificate of TrustTrust with the Secretary of State of the State of Delaware as required by the Statutory Trust Act. Notwithstanding any other provision herein, no successor Grantor Trust Trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor Grantor Trust Trustee shall be eligible pursuant to Section 6.13.

Replacement of Grantor Trust Trustee. (a) The Grantor Trust Trustee may give notice of its intent to resign and be discharged from the trusts hereby created by giving notice thereof to the Grantor, the Administrator and the Grantor Trust Certificateholder; provided that no such resignation shall become effective, and the Grantor Trust Trustee shall not resign, prior to the time set forth in Section 6.10(c). If no successor Grantor Trust Trustee shall have been appointed pursuant to Section 6.10(b) and have accepted such appointment within thirty (30) days after the giving of such notice, the Grantor Trust Trustee giving such notice may petition any court of competent jurisdiction for the appointment of a successor Grantor Trust Trustee. The Grantor or the Administrator shall remove the Grantor Trust Trustee if: (i) the Grantor Trust Trustee shall cease to be eligible in accordance with the provisions of Section 6.13 and shall fail to resign after written request therefor by the Administrator; (ii) the Grantor Trust Trustee shall be adjudged bankrupt or insolvent; (iii) a receiver or other public officer shall be appointed or take charge or control of the Grantor Trust Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation; or (iv) the Grantor Trust Trustee shall otherwise be incapable of acting.have (b) If the Grantor Trust Trustee gives notice of its intent to resign or is removed or if a vacancy exists in the office of Grantor Trust Trustee for any reason, the Administrator 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, expenses and indemnities owed to the outgoing Grantor Trust Trustee. (c) 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 6.10 shall not become effective, and no such resignation shall be deemed to have occurred, until a written acceptance of appointment is delivered by the successor Grantor Trust Trustee to the outgoing Grantor Trust Trustee, the Grantor, the Administrator and the Grantor Trust Certificateholder and all fees, expenses and indemnities due to the outgoing Grantor Trust Trustee are paid. Costs associated with the resignation or removal of the Grantor Trust Trustee and the appointment of a successor Grantor Trust Trustee will be borne by the Grantor. Any successor Grantor Trust Trustee appointed pursuant to this Section 6.10 shall be eligible to act in such capacity in accordance with Section 6.13 and, following compliance with the preceding sentence, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Grantor Trust Trustee. The Administrator shall provide notice of such resignation or removal of the Grantor Trust Trustee to each of the Rating Agencies. (d) The predecessor Grantor Trust Trustee shall upon payment of its fees, expenses and indemnity deliver to the successor Grantor Trust Trustee all documents and statements and monies held by it under this Agreement. The Administrator and the predecessor Grantor Trust Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Grantor Trust Trustee all such rights, powers, duties and obligations. (e) Upon acceptance of appointment by a successor Grantor Trust Trustee pursuant to this Section 6.10, the Administrator shall mail notice of the successor of such Grantor Trust Trustee to the Grantor Trust Certificateholder, the Indenture Trustee, the Noteholders and the Rating Agencies. Any successor Grantor Trust Trustee appointed hereunder shall file an amendment to the Certificate of Trust.Grantor