Common use of Replacement of the Indenture Trustee Clause in Contracts

Replacement of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign at any time by providing sixty (60) days prior written notice to the Issuer, the Insurer and the Noteholders or sooner if so required by law. The Issuer may and, at the request of the Insurer (unless an Insurer Default shall have occurred and be continuing) shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) a court having jurisdiction in the premises in respect of the Indenture Trustee in an involuntary case or proceeding under federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee's property, or ordering the winding-up or liquidation of the Indenture Trustee's affairs; 47 55 (iii) an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law is commenced with respect to the Indenture Trustee and such case is not dismissed within 60 days; (iv) the Indenture Trustee commences a voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee's property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or take any corporate action in furtherance of any of the foregoing; or (v) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly provide written notice of such event to the Rating Agencies, the Insurer and the Noteholders and shall appoint a successor Indenture Trustee acceptable to the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default has occurred and is continuing). If the Issuer shall fail to appoint such a successor Indenture Trustee, the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default has occurred and is continuing) may appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Insurer (provided that an Insurer Default shall not have occurred and be continuing) and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the retiring Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee and shall be paid all fees and expenses owed through the date of termination. If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee provides notice of intended resignation or is removed, the retiring Indenture Trustee, the Issuer or the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default has occurred and is continuing) may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee shall fail to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee.

Replacement of the Indenture Trustee. No resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8. Subject to the preceding sentence, the Indenture Trustee may resign at any time by providing sixty (60) days prior written notice to the Issuer, the Insurer and the Noteholders or sooner if so required by law. The Issuer may and, at the request of the Insurer (unless an Insurer Default shall have occurred and be continuing) shall remove the Indenture Trustee if: (i) the Indenture Trustee fails to comply with Section 6.11; (ii) a court having jurisdiction in the premises in respect of the Indenture Trustee in an involuntary case or proceeding under federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee's property, or ordering the winding-up or liquidation of the Indenture Trustee's affairs; 47 55; (iii) an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law is commenced with respect to the Indenture Trustee and such case is not dismissed within 60 days; (iv) the Indenture Trustee commences a voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or other similar official) for the Indenture Trustee or for any substantial part of the Indenture Trustee's property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or take any corporate action in furtherance of any of the foregoing; or (v) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee), the Issuer shall promptly provide written notice of such event to the Rating Agencies, the Insurer and the Noteholders and shall appoint a successor Indenture Trustee acceptable to the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default has occurred and is continuing). If the Issuer shall fail to appoint such a successor Indenture Trustee, the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default has occurred and is continuing) may appoint a successor Indenture Trustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Insurer (provided that an Insurer Default shall not have occurred and be continuing) and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the rights, powers and duties of the retiring Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee and shall be paid all fees and expenses owed through the date of termination. If a successor Indenture Trustee does not take office within sixty (60) days after the retiring Indenture Trustee provides notice of intended resignation or is removed, the retiring Indenture Trustee, the Issuer or the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default has occurred and is continuing) may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee shall fail to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee. Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the Issuer's obligations under Section 6.7 shall continue for the benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall have no liability for any act or omission by any successor Indenture Trustee.

Replacement of the Indenture Trustee. No (a) A resignation or removal of the Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until only upon the successor Indenture Trustee’s acceptance of appointment by the successor as provided in this Section 11.7. (b) The Indenture Trustee pursuant to this Section 6.8. Subject to the preceding sentencemay, the Indenture Trustee may resign at any time by providing after giving sixty (60) days days’ prior written notice to the Issuer, the Insurer Issuer and the Noteholders or sooner if so required by lawServicer, resign at any time and be discharged from the trust hereby created; provided, however, that no such resignation of the Indenture Trustee shall be effective until a successor trustee has assumed the obligations of the Indenture Trustee hereunder. The Issuer may and, at the request of the Insurer (unless an Insurer Default shall have occurred and be continuing) shall remove the Indenture Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the Indenture Trustee so removed and one copy to the successor trustee if: (i) the Indenture Trustee fails to comply with Section 6.1111.9; (ii) a court or federal or state bank regulatory agency having jurisdiction in the premises in respect of the Indenture Trustee in an involuntary case or proceeding under federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (conservator or 4166-0661-7649.19 similar official) official for the Indenture Trustee or for any substantial part of the Indenture Trustee's ’s property, or ordering the winding-up or liquidation of the Indenture Trustee's ’s affairs; 47 55; (iii) an involuntary case under the federal bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar law is commenced with respect to the Indenture Trustee and such case is not dismissed within 60 days; (iv) the Indenture Trustee commences a voluntary case under any federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (conservator or other similar official) official for the Indenture Trustee or for any substantial part of the Indenture Trustee's ’s property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or take takes any corporate action in furtherance of any of the foregoing; or (viv) the Indenture Trustee otherwise becomes incapable of acting. If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of the Indenture Trustee for any reason (the Indenture Trustee in such event being referred to herein as the retiring Indenture Trustee)reason, the Issuer shall promptly provide written notice of such event to the Rating Agencies, the Insurer and the Noteholders and shall appoint a successor Indenture Trustee acceptable by written instrument, in duplicate, one copy of which instrument shall be delivered to the Insurer resigning and one copy to the successor trustee. (so long as an Insurer Default shall not have occurred and be continuingc) or a Note Majority (if an Insurer Default has occurred and is continuing). If the Issuer shall fail to appoint such a successor Indenture TrusteeTrustee does not take office within thirty (30) days after the retiring Indenture Trustee provides written notice of its resignation or is removed, the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default has occurred and is continuing) retiring Indenture Trustee may appoint petition any court of competent jurisdiction for the appointment of a successor Indenture Trusteetrustee. A successor Indenture Trustee shall deliver a written acceptance of its appointment to the retiring or removed Indenture Trustee, the Insurer (provided that an Insurer Default shall not have occurred and be continuing) Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Indenture Trustee shall become effective, and the successor Indenture Trustee Trustee, without any further act, deed or conveyance, shall have become fully vested with all the rights, powers and duties of the retiring Indenture Trustee under this Indenture. The successor Indenture Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall shall, at the expense of the Issuer, promptly transfer to the successor Indenture Trustee all property held by it as Indenture Trustee and all documents and statements held by it hereunder; provided, however, that all sums owing to the retiring Indenture Trustee hereunder (and its agents and counsel) have been paid, and the Issuer and the predecessor Indenture 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 Indenture Trustee all such rights, powers, duties and shall be paid all fees and expenses owed through obligations. Notwithstanding replacement of the date of termination. If a successor Indenture Trustee does not take office within sixty (60) days after pursuant to this Section 11.7, the retiring Indenture Trustee provides notice Issuer’s obligations under Sections 11.6 and 11.17 shall continue for the benefit of intended resignation or is removed, the retiring Indenture Trustee, the Issuer . (d) Any resignation or the Insurer (so long as an Insurer Default shall not have occurred and be continuing) or a Note Majority (if an Insurer Default has occurred and is continuing) may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee. If the Indenture Trustee shall fail to comply with Section 6.11, any Noteholder may petition any court of competent jurisdiction for the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 11.7 shall not become effective until acceptance of appointment by the successor Indenture Trustee pursuant to this Section 11.7 and payment of all fees and expenses owed to the retiring Indenture Trustee. (e) No successor Indenture Trustee shall accept appointment as provided in this Section 11.7 unless at the time of such acceptance such successor Indenture Trustee shall be eligible under the provisions of Section 11.9 hereof.